Disposition of assets in winding up — When contributions required.
R.I. Gen. Laws § 7-12.1-806
in effect7-12.1-806. Disposition of assets in winding up — When contributions required.
(a) In winding up its business, a partnership shall apply its assets, including the contributions
required by this section, to discharge the partnership’s obligations to creditors,
including partners that are creditors.
(b) After a partnership complies with subsection (a) of this section, any surplus must
be distributed in the following order, subject to any charging order in effect under
§ 7-12.1-504:
(1) To each person owning a transferable interest that reflects contributions made and
not previously returned, an amount equal to the value of the unreturned contributions;
and
(2) Among persons owning transferable interests in proportion to their respective rights
to share in distributions immediately before the dissolution of the partnership.
(c) If a partnership’s assets are insufficient to satisfy all its obligations under subsection
(a) of this section, with respect to each unsatisfied obligation incurred when the
partnership was not a limited liability partnership, the following rules apply:
(1) Each person that was a partner when the obligation was incurred and that has not been
released from the obligation under § 7-12.1-703(c) and (d) shall contribute to the partnership for the purpose of enabling the 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 a partner in effect for each
of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under subsection (c)(1) of
this section with respect to an unsatisfied obligation of the partnership, the other
persons required to contribute by subsection (c)(1) of this section 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 a partner in effect for each
of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by subsection (c)(2)
of this section, further additional contributions are determined and due in the same
manner as provided in that subsection.
(d) A person that makes an additional contribution under subsection (c)(2) or (c)(3) of
this section may recover from any person whose failure to contribute under subsection
(c)(1) or (c)(2) of this section necessitated the additional contribution. A person
may not recover under this subsection more than the amount additionally contributed.
A person’s liability under this subsection may not exceed the amount the person failed
to contribute.
(e) If a partnership does not have sufficient surplus to comply with subsection (b)(1)
of this section, any surplus must be distributed among the owners of transferable
interests in proportion to the value of the respective unreturned contributions.
(f) All distributions made under subsections (b) and (c) of this section must be paid
in money.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-8/7-12.1-806.htmFetched: 10/20/2026