PARRIS N. GLENDENING, Governor

Ch. 654

(D) AFTER FILING A STATEMENT OF DISSOLUTION, A DISSOLVED
PARTNERSHIP MAY FILE A STATEMENT OF PARTNERSHIP AUTHORITY WHICH WILL
OPERATE WITH RESPECT TO A PERSON NOT A PARTNER AS PROVIDED IN § 9-303(C)
AND (D) OF THIS TITLE IN ANY TRANSACTION, WHETHER OR NOT THE
TRANSACTION IS APPROPRIATE FOR WINDING UP THE PARTNERSHIP BUSINESS.

9-806. PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION.

(A)    EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION (B) OF THIS SECTION
AND § 9-306(C) OF THIS TITLE, AFTER DISSOLUTION A PARTNER IS LIABLE TO THE
OTHER PARTNERS FOR THE PARTNER'S SHARE OF ANY PARTNERSHIP LIABILITY
INCURRED UNDER § 9-804 OF THIS SUBTITLE.

(B)     A PARTNER WHO, WITH KNOWLEDGE OF THE DISSOLUTION, INCURS A
PARTNERSHIP LIABILITY UNDER § 9-504(2) OF THIS SUBTITLE BY AN ACT THAT IS
NOT APPROPRIATE FOR WINDING UP THE PARTNERSHIP BUSINESS IS LIABLE TO THE
PARTNERSHIP FOR ANY DAMAGE CAUSED TO THE PARTNERSHIP ARISING FROM
THE LIABILITY.

9-807. SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS.

(A)    IN WINDING UP A PARTNERSHIP'S BUSINESS, THE ASSETS OF THE
PARTNERSHIP, INCLUDING THE CONTRIBUTIONS OF THE PARTNERS REQUIRED BY
THIS SECTION, MUST BE APPLIED TO DISCHARGE ITS OBLIGATIONS TO CREDITORS,
INCLUDING, TO THE EXTENT PERMITTED BY LAW, PARTNERS WHO ARE CREDITORS.
ANY SURPLUS MUST BE APPLIED TO PAY IN CASH THE NET AMOUNT DISTRIBUTABLE
TO PARTNERS IN ACCORDANCE WITH THEIR RIGHT TO DISTRIBUTIONS UNDER
SUBSECTION (B) OF THIS SECTION.

(B)     EACH PARTNER IS ENTITLED TO A SETTLEMENT OF ALL PARTNERSHIP
ACCOUNTS UPON WINDING UP THE PARTNERSHIP BUSINESS. IN SETTLING
ACCOUNTS AMONG THE PARTNERS, THE PROFITS AND LOSSES THAT RESULT FROM
THE LIQUIDATION OF THE PARTNERSHIP ASSETS MUST BE CREDITED AND
CHARGED TO THE PARTNERS' ACCOUNTS. THE PARTNERSHIP SHALL MAKE A
DISTRIBUTION TO A PARTNER IN AN AMOUNT EQUAL TO ANY EXCESS OF THE
CREDITS OVER THE CHARGES IN THE PARTNER'S ACCOUNT. A PARTNER SHALL
CONTRIBUTE TO THE PARTNERSHIP AN AMOUNT EQUAL TO ANY EXCESS OF THE
CHARGES OVER THE CREDITS IN THE PARTNER'S ACCOUNT BUT EXCLUDING FROM
THE CALCULATION CHARGES ATTRIBUTABLE TO AN OBLIGATION FOR WHICH THE
PARTNER IS NOT PERSONALLY LIABLE UNDER § 9-306(C) OF THIS TITLE.

(C)     IF A PARTNER FAILS TO CONTRIBUTE THE FULL AMOUNT REQUIRED
UNDER SUBSECTION (B) OF THIS SECTION, ALL OF THE OTHER PARTNERS SHALL
CONTRIBUTE, IN THE PROPORTIONS IN WHICH THOSE PARTNERS SHARE
PARTNERSHIP LOSSES, THE ADDITIONAL AMOUNT NECESSARY TO SATISFY THE
PARTNERSHIP OBLIGATIONS FOR WHICH THEY ARE PERSONALLY LIABLE UNDER §
9-306(C) OF THIS TITLE. A PARTNER OR PARTNER'S LEGAL REPRESENTATIVE MAY
RECOVER FROM THE OTHER PARTNERS ANY CONTRIBUTIONS THE PARTNER MAKES
TO THE EXTENT THE AMOUNT CONTRIBUTED EXCEEDS THAT PARTNER'S SHARE OF
THE PARTNERSHIP OBLIGATIONS FOR WHICH THE PARTNER IS PERSONALLY LIABLE
UNDER § 9-306(C) OF THIS TITLE.

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