(812) Disposition of assets - When contributions required
N.D. Cent. Code § 45-10.2-75
in effect45-10.2-75. (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.
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.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-75Fetched: 10/16/2026