29-1026. Partner's liability

306 words·~1 min read·/az/title-29/29-1026

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Except as otherwise provided in subsections B, C and D of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

B. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

C. Obligations incurred by a partnership or a limited partnership while the partnership or limited partnership is a limited liability partnership, whether arising in contract, tort or otherwise, are solely the obligations of the limited liability partnership. A partner is not personally liable, directly or indirectly, including by way of contribution or indemnification, for such obligations of the limited liability partnership incurred during the time the partnership or limited partnership is a limited liability partnership solely by reason of being or acting as such a partner.

Notwithstanding contrary provisions in a partnership agreement existing prior to the effective date of a statement of qualification, the filing of a statement pursuant to section 29-1101 creates a presumption that the partners have agreed to the applicability of this subsection.

D. If a limited partnership is a limited liability partnership, this section applies to its general partners and to any of its limited partners who, under the provisions of chapter 3 of this title, are liable for the debts or obligations of the partnership.

E. Failure to observe the entity formalities otherwise applicable to the conduct or management of the business of the limited liability partnership is not a ground for imposing personal liability on any partner for the acts or debts of the limited liability partnership.

F. A partner may not receive a distribution from a limited liability partnership to the extent the distribution constitutes a transfer in violation of title 44, chapter 8.