§ 26 — Nature of partner's liability

New York § 26

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 3: Relations of Partners to Persons Dealing With the Partnership

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§ 26. Nature of partner's liability. (a) Except as provided in\nsubdivision (b) of this section, all partners are liable:\n 1. Jointly and severally for everything chargeable to the partnership\nunder sections twenty-four and twenty-five.\n 2. Jointly for all other debts and obligations of the partnership; but\nany partner may enter into a separate obligation to perform a\npartnership contract.\n (b) Except as provided by subdivisions (c) and (d) of this section, no\npartner of a partnership which is a registered limited liability\npartnership is liable or accountable, directly or indirectly (including\nby way of indemnification, contribution or otherwise), for any debts,\nobligations or liabilities of, or chargeable to, the registered limited\nliability partnership or each other, whether arising in tort, contract\nor otherwise, which are incurred, created or assumed by such partnership\nwhile such partnership is a registered limited liability partnership,\nsolely by reason of being such a partner or acting (or omitting to act)\nin such capacity or rendering professional services or otherwise\nparticipating (as an employee, consultant, contractor or otherwise) in\nthe conduct of the other business or activities of the registered\nlimited liability partnership.\n (c) Notwithstanding the provisions of subdivision (b) of this section,\n(i) each partner, employee or agent of a partnership which is a\nregistered limited liability partnership shall be personally and fully\nliable and accountable for any negligent or wrongful act or misconduct\ncommitted by him or her or by any person under his or her direct\nsupervision and control while rendering professional services on behalf\nof such registered limited liability partnership and (ii) each\nshareholder, director, officer, member, manager, partner, employee and\nagent of a professional service corporation, foreign professional\nservice corporation, professional service limited liability company,\nforeign professional service limited liability company, registered\nlimited liability partnership, foreign limited liability partnership or\nprofessional partnership that is a partner, employee or agent of a\npartnership which is a registered limited liability partnership shall be\npersonally and fully liable and accountable for any negligent or\nwrongful act or misconduct committed by him or her or by any person\nunder his or her direct supervision and control while rendering\nprofessional services in his or her capacity as a partner, employee or\nagent of such registered limited liability partnership. The relationship\nof a professional to a registered limited liability partnership with\nwhich such professional is associated, whether as a partner, employee or\nagent, shall not modify or diminish the jurisdiction over such\nprofessional of the licensing authority and in the case of an attorney\nand counsellor-at-law or a professional service corporation,\nprofessional service limited liability company, foreign professional\nservice limited liability company, registered limited liability\npartnership, foreign limited liability partnership, foreign professional\nservice corporation or professional partnership, engaged in the practice\nof law, the other courts of this state.\n (d) Notwithstanding the provisions of subdivision (b) of this section,\nall or specified partners of a partnership which is a registered limited\nliability partnership may be liable in their capacity as partners for\nall or specified debts, obligations or liabilities of a registered\nlimited liability partnership to the extent at least a majority of the\npartners shall have agreed unless otherwise provided in any agreement\nbetween the partners. Any such agreement may be modified or revoked to\nthe extent at least a majority of the partners shall have agreed, unless\notherwise provided in any agreement between the partners; provided,\nhowever, that (i) any such modification or revocation shall not affect\nthe liability of a partner for any debts, obligations or liabilities of\na registered limited liability partnership incurred, created or assumed\nby such registered limited liability partnership prior to such\nmodification or revocation and (ii) a partner shall be liable for debts,\nobligations and liabilities of the registered limited liability\npartnership incurred, created or assumed after such modification or\nrevocation only in accordance with this article and, if such agreement\nis further modified, such agreement as so further modified but only to\nthe extent not inconsistent with subdivision (c) of this section.\nNothing in this section shall in any way affect or impair the ability of\na partner to act as a guarantor or surety for, provide collateral for or\notherwise be liable for, the debts, obligations or liabilities of a\nregistered limited liability partnership.\n (e) Subdivision (b) of this section shall not affect the liability of\na registered limited liability partnership out of partnership assets for\npartnership debts, obligations and liabilities.\n (f) Neither the withdrawal or revocation of a registered limited\nliability partnership pursuant to subdivision (f) or (g), respectively,\nof section 121-1500 of this chapter nor the dissolution, winding up or\ntermination of a registered limited liability partnership shall affect\nthe applicability of the provisions of subdivision (b) of this section\nfor any debt, obligation or liability incurred, created or assumed while\nthe partnership was a registered limited liability partnership.\n