Distributions and Withdrawal

V.S.A. tit. 11, ch. 23, subch. 6

in effect

11 V.S.A. § 3451 Interim distributions

3451. Interim distributions Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3452 Withdrawal of general partner

3452. Withdrawal of general partner A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3453 Withdrawal of limited partner

3453. Withdrawal of limited partner A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months’ prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this State. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3454 Distribution upon withdrawal

3454. Distribution upon withdrawal Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon what a willing buyer would pay a willing seller for the interest, with neither party being under any compulsion to buy or sell his or her right to share in distributions from the limited partnership. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3455 Distribution in kind

3455. Distribution in kind Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3456 Right to distribution

3456. Right to distribution At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3457 Limitations on distribution

3457. Limitations on distribution A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3458 Liability upon return of contribution

3458. Liability upon return of contribution (a) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. (b) If a partner has received the return of any part of his or her contribution in violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned. (c) A partner receives a return of his or her contribution to the extent that a distribution to him or her reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to section 3405 of this title, of his or her contribution which has not been distributed to him or her. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/023Fetched: 10/21/2026