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New York Partnership Law Section 26 - Nature Of Partner's Liability.Legal Research Home > New York Lawyer > Partnership > New York Partnership Law Section 26 - Nature Of Partner's Liability. Sponsored Links
§ 26. Nature of partner's liability. (a) Except as provided in
subdivision (b) of this section, all partners are liable:
1. Jointly and severally for everything chargeable to the partnership
under sections twenty-four and twenty-five.
2. Jointly for all other debts and obligations of the partnership; but
any partner may enter into a separate obligation to perform a
partnership contract.
(b) Except as provided by subdivisions (c) and (d) of this section, no
partner of a partnership which is a registered limited liability
partnership is liable or accountable, directly or indirectly (including
by way of indemnification, contribution or otherwise), for any debts,
obligations or liabilities of, or chargeable to, the registered limited
liability partnership or each other, whether arising in tort, contract
or otherwise, which are incurred, created or assumed by such partnership
while such partnership is a registered limited liability partnership,
solely by reason of being such a partner or acting (or omitting to act)
in such capacity or rendering professional services or otherwise
participating (as an employee, consultant, contractor or otherwise) in
the conduct of the other business or activities of the registered
limited liability partnership.
(c) Notwithstanding the provisions of subdivision (b) of this section,
(i) each partner, employee or agent of a partnership which is a
registered limited liability partnership shall be personally and fully
liable and accountable for any negligent or wrongful act or misconduct
committed by him or her or by any person under his or her direct
supervision and control while rendering professional services on behalf
of such registered limited liability partnership and (ii) each
shareholder, director, officer, member, manager, partner, employee and
agent of a professional service corporation, foreign professional
service corporation, professional service limited liability company,
foreign professional service limited liability company, registered
limited liability partnership, foreign limited liability partnership or
professional partnership that is a partner, employee or agent of a
partnership which is a registered limited liability partnership shall be
personally and fully liable and accountable for any negligent or
wrongful act or misconduct committed by him or her or by any person
under his or her direct supervision and control while rendering
professional services in his or her capacity as a partner, employee or
agent of such registered limited liability partnership. The relationship
of a professional to a registered limited liability partnership with
which such professional is associated, whether as a partner, employee or
agent, shall not modify or diminish the jurisdiction over such
professional of the licensing authority and in the case of an attorney
and counsellor-at-law or a professional service corporation,
professional service limited liability company, foreign professional
service limited liability company, registered limited liability
partnership, foreign limited liability partnership, foreign professional
service corporation or professional partnership, engaged in the practice
of law, the other courts of this state.
(d) Notwithstanding the provisions of subdivision (b) of this section,
all or specified partners of a partnership which is a registered limited
liability partnership may be liable in their capacity as partners for
all or specified debts, obligations or liabilities of a registered
limited liability partnership to the extent at least a majority of the
partners shall have agreed unless otherwise provided in any agreement
between the partners. Any such agreement may be modified or revoked to
the extent at least a majority of the partners shall have agreed, unless
otherwise provided in any agreement between the partners; provided,
however, that (i) any such modification or revocation shall not affect
the liability of a partner for any debts, obligations or liabilities of
a registered limited liability partnership incurred, created or assumed
by such registered limited liability partnership prior to such
modification or revocation and (ii) a partner shall be liable for debts,
obligations and liabilities of the registered limited liability
partnership incurred, created or assumed after such modification or
revocation only in accordance with this article and, if such agreement
is further modified, such agreement as so further modified but only to
the extent not inconsistent with subdivision (c) of this section.
Nothing in this section shall in any way affect or impair the ability of
a partner to act as a guarantor or surety for, provide collateral for or
otherwise be liable for, the debts, obligations or liabilities of a
registered limited liability partnership.
(e) Subdivision (b) of this section shall not affect the liability of
a registered limited liability partnership out of partnership assets for
partnership debts, obligations and liabilities.
(f) Neither the withdrawal or revocation of a registered limited
liability partnership pursuant to subdivision (f) or (g), respectively,
of section 121-1500 of this chapter nor the dissolution, winding up or
termination of a registered limited liability partnership shall affect
the applicability of the provisions of subdivision (b) of this section
for any debt, obligation or liability incurred, created or assumed while
the partnership was a registered limited liability partnership.
Last modified: August 10, 2006 |