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Title

11

:
Corporations, Partnerships and Associations






Chapter

022

:
PARTNERSHIPS






Subchapter

004
:
RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP










 

§

3231. Partner's rights and duties

(a) Each partner

is deemed to have an account that is:

(1) credited

with an amount equal to the money plus the value of any other property, net of

the amount of any liabilities, the partner contributes to the partnership and

the partner's share of the partnership profits; and

(2) charged with

an amount equal to the money plus the value of any other property, net of the

amount of any liabilities, distributed by the partnership to the partner and

the partner's share of the partnership losses.

(b) Each partner

is entitled to an equal share of the partnership profits. Except as provided in

subsections 3226(b) and (c) of this title, each partner is chargeable with a

share of the partnership losses, whether capital or operating, in proportion to

the partner's share of the profits.

(c) A

partnership shall reimburse a partner for payments made and indemnify a partner

for liabilities incurred by the partner in the ordinary course of the business

of the partnership or for the preservation of its business or property.

(d) A

partnership shall reimburse a partner for an advance to the partnership beyond

the amount of capital the partner agreed to contribute.

(e) A payment or

advance made by a partner which gives rise to a partnership obligation under

subsection (c) or (d) of this section constitutes a loan to the partnership

which accrues interest from the date of the payment or advance.

(f) Each partner

has equal rights in the management and conduct of the partnership business.

(g) A partner

may use or possess partnership property only on behalf of the partnership.

(h) A partner is

not entitled to remuneration for services performed for the partnership, except

for reasonable compensation for services rendered in winding up the business of

the partnership.

(i) A person may

become a partner only with the consent of all of the partners.

(j) A difference

arising as to a matter in the ordinary course of business of a partnership may

be decided by a majority of the partners. An act outside the ordinary course of

business of a partnership and an amendment to the partnership agreement may be

undertaken only with the consent of all of the partners.

(k) This section

does not affect the obligations of a partnership to other persons under section

3221 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)