Va. Code » Title 50. Partnerships » Chapter 2.2. Virginia Uniform Partnership Act » Article 8. Winding Up Partnership Business
Virginia Code

Va. Code Ann. § 50-73.123 (2026)

Settlement of accounts and contributions among partners

✓ current as of May 2026
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A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B.

B. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account that is attributable to an obligation for which the partner is liable under § 50-73.96.

C. If a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations for which the partner is liable under § 50-73.96.

D. A partner or partner's legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96 that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner or legal representative is personally liable under § 50-73.96.

E. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations for which the partner is liable under § 50-73.96 and that were not known at the time of the settlement.

F. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

G. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

1996, c. 292.

Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2011–2024 · leading case: Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011).
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Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011). · cites it 14× “117 but then erroneously failed to perform an accounting and winding up of the Firm's business, including the settlement of the partners' accounts that is required by Code § 50-73.123. The Plaintiffs thereby raise the question of whether the circuit court failed to do that which…”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 31× “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 31× “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). · cites it 31× “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Sahraeyan v. Shahkarami, 88 Va. Cir. 413 (Fairfax Cir. Ct. 2014). · cites it 3× “See Va. Code Ann. § 50-73.123 (A),(B). The Court would still need to determine the liabilities and assets of the partnership in order to settle the partnership accounts.”
— Va. Code Ann. § 50-73.123(A) — 4 cases
Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011). “117 but then erroneously failed to perform an accounting and winding up of the Firm's business, including the settlement of the partners' accounts that is required by Code § 50-73.123. The Plaintiffs thereby raise the question of whether the circuit court failed to do that which…”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
— Va. Code Ann. § 50-73.123(B) — 4 cases
Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011). “117 but then erroneously failed to perform an accounting and winding up of the Firm's business, including the settlement of the partners' accounts that is required by Code § 50-73.123. The Plaintiffs thereby raise the question of whether the circuit court failed to do that which…”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
— Va. Code Ann. § 50-73.123(F) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “- 16 - Rejecting Mertz and Selario’s res judicata argument also resolves their claim that Sullivan and Mahar were not entitled to a settlement of accounts under Code § 50-73.123 because the partnership had not dissolved.”
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