North Dakota Code 45-10.2-75 – (812) Disposition of assets – When contributions required
1. In winding up the activities of a limited partnership, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the obligations to creditors of the limited partnership, including, to the extent permitted by law, partners that are creditors.
Terms Used In North Dakota Code 45-10.2-75
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Individual: means a human being. See North Dakota Code 1-01-49
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.
3. If assets of a limited partnership are insufficient to satisfy all of its obligations under subsection 1, then with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership under chapter 45-23, the following rules apply:
a. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 45-10.2-61 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
b. If a person does not contribute the full amount required under subdivision a with respect to an unsatisfied obligation of the limited partnership, then the other persons required to contribute by subdivision a on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
c. If a person does not make the additional contribution required by subdivision b, then further additional contributions are determined and due in the same manner as provided in subdivision b.
4. A person that makes an additional contribution under subdivision b or c of subsection 3 may recover from any person whose failure to contribute under subdivision a or b of subsection 3 necessitated the additional contribution.
a. A person may not recover under this subsection more than the amount additionally contributed.
b. The liability of a person under this subsection may not exceed the amount the person failed to contribute.
5. The estate of a deceased individual is liable for the obligations of the person under this section.
6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce the obligation to contribute by a person under subsection 3.