Skip to navigation Skip to content Skip to subnav
Searching 2017-2018 Session

The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations


Subchapter 005 : FINANCE

(Cite as: 11 V.S.A. § 3442)
  • § 3442. Liability for contribution

    (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

    (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the stated contribution which has not been made.

    (c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)