HRS §425E-812
Paying debts and sharing leftover money when a limited partnership closes
When a limited partnership winds down, its assets must first pay its debts, including debts owed to partners who are creditors. Any leftover money is paid out as cash. If assets fall short, general partners must contribute money to cover unpaid debts, and can recover from partners who fail to contribute.
businesses
The statute, as written — - 812] Disposition of assets; when contributions required
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors. (b) Any surplus remaining after the limited partnership complies with subsection (a) shall be paid in cash as a distribution. (c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 425E-607 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 shall be 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; (2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) 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 shall be 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; and (3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph. (d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) 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) The estate of a deceased individual shall be liable for the person's obligations under this section. (f) 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 a person's obligation to contribute under subsection (c).
Sections this one refers to
§425E-607 Liability after leaving as a general partner
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.