The Vermont Statutes Online

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.)