§ 8363. Liability of persons continuing the business.
(a) Admission or retirement of a partner.--When any new partner is admitted into an existing partnership or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.
(b) Retirement of all but one partner.--When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.
(c) Retirement or death without assignment of rights.--When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsections (a) and (b) with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if the assignment had been made.
(d) Assignment of rights of all partners.--When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(e) Wrongful dissolution by partner.--When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of section 8360(b)(2) (relating to dissolution in contravention of agreement), either alone or with others and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(f) Expulsion of partner.--When a partner is expelled and the remaining partners continue the business, either alone or with others and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(g) Limitation on liability of new partner.--The liability of a third person becoming a partner in the partnership continuing the business under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
(h) Priority of claims of creditors.--When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business on account of the interest of the retired or deceased partner in the dissolved partnership or on account of any consideration promised for that interest or for his right in partnership property.
(i) Setting aside assignment for fraud.--Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
(j) Effect of use of name of deceased partner.--The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by that person or partnership.
Cross References. Section 8363 is referred to in section 8364 of this title.
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