Okla. Stat. tit. 54, § 54-1-807: Settlement of Accounts and Contributions Among Partners

Settlement of Accounts and Contributions Among Partners. (a)

In winding up a partnership's business, the assets of the

partnership, including the contributions of the partners required by

this section, must be applied to discharge its obligations to

creditors, including, to the extent permitted by law, partners who

are creditors. Any surplus must be applied to pay in cash the net

amount distributable to partners in accordance with their right to

distributions under subsection (b) of this section.

(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 must 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 but excluding from

the calculation charges attributable to an obligation for which the

partner is not personally liable under Section 18 of this act.

(c) If a partner fails to contribute the full amount required

under subsection (b) of this section, all of the other partners

shall contribute, in the proportions in which those partners share

partnership losses, the additional amount necessary to satisfy the

partnership obligations for which they are personally liable under

Section 18 of this act. A partner or partner's legal representative

may recover from the other partners any contributions the partner

makes to the extent the amount contributed exceeds that partner's

share of the partnership obligations for which the partner is

personally liable under Section 18 of this act.

(d) 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 that were not known at the time of the settlement and

for which the partner is personally liable under Section 18 of this

act.

(e) The estate of a deceased partner is liable for the

partner's obligation to contribute to the partnership.

(f) 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.