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Section 41 of Partnerships Act 16 of 2012: Distribution of partner’s assets on winding up

    

(1) The interests of partners in the partnership property and their rights and duties in relation to the partnership property shall, on the winding up of the partnership, be determined by the following rules and in the following order—
(a) each partner shall pay into the partnership any amounts which the partner owes to the partnership;
(b) the partnership shall pay all amounts it owes to persons other than partners;
(c) the partnership shall pay to each partner any amount owed to him, but excluding the partner’s contribution towards the capital of the partnership, on which it shall pay to each partner the amount, if any, which it owes to the partner in respect of capital;
(d) the partners shall share among themselves any surplus assets in
the same proportion as they would be entitled to share the partnership profits, if any;
(e) if the partnership is unable to meet its obligations under paragraph (b), the partners shall contribute towards the deficiency in the same proportions as they would be liable to share any partnership losses in order to meet a partnership obligation;
(f) if a partnership is unable to pay to each partner the amount contributed by the partner towards the capital of the partnership, it shall transfer to the partners, the remaining assets of the partnership in equal proportion to the capital contributed by the partner.
(2) A partner shall not be liable to contribute—
(a) under subsection (1)(b) and (c) in respect of a partnership obligation for which he is not secondarily liable;
(b) under subsection (1)(c) in respect of a, partnership obligation to indemnify another partner under section 12(3), if the partner would not be liable under this Act to make contribution to that partner in respect of the obligation; or
(c) under subsection (1)[(c)] in respect of an amount which is owed to another partner and to which this section applies, if the partner would not be liable under that provision to make a contribution to that other partner in respect of the amount.
(3) If a partner—
(a) is not required to contribute an amount under subsection (2); or
(b) is, because of insolvency, unable to contribute an amount required under subsection (1)(b) and (c),
the other partners shall contribute that amount according to the proportions in which they are liable as among themselves.

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Disclaimer: This document is not to be taken as legal advise.

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