Title 9A. Maryland Revised Uniform Partnership Act — Subtitle 8. Winding Up Partnership Business

In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 9A-601(2) through (10) of this title, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;

In a partnership for a definite term or particular undertaking:

An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

On application by a partner, a judicial determination that:

On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:

After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the circuit court for the county in which the principal office of the partnership is located, for good cause shown, may order judicial supervision of the winding up.

The legal representative of the last surviving partner may wind up a partnership’s business.

A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to § 9A-807 of this subtitle, settle disputes by mediation or arbitration, and perform other necessary acts.

Is appropriate for winding up the partnership business; or

Would have bound the partnership under § 9A-301 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution.

After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of § 9A–303(c) of this title and is a limitation on authority for the purposes of § 9A–303(d) of this title.

For the purposes of § 9A–301 of this title and § 9A–804 of this subtitle, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.

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 § 9A–303(c) and (d) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

Except as otherwise provided in subsection (b) of this section and § 9A-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 § 9A-804 of this subtitle.

A partner who, with knowledge of the dissolution, incurs a partnership liability under § 9A-804(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.

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.

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 § 9A-306(c) of this title.

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 § 9A-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 § 9A-306(c) of this title.

After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement.

The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.

An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.

Notwithstanding the foregoing provisions of this section, a partner of a limited liability partnership shall have no obligation to make a contribution to the partnership, whether directly or indirectly by way of a charge against the partner’s account or otherwise, with respect to any partnership obligations for which the partner has no personal liability under § 9A-306 of this title.