The Vermont Statutes Online
Corporations, Partnerships and Associations
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:
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.
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.
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
(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.)