§ 8204 — Limitation on liability of partners

Pennsylvania § 8204

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART III
• Ch. 82: LIMITED LIABILITY PARTNERSHIPS AND
• Subch.: DOMESTIC LIMITED LIABILITY PARTNERSHIPS AND

Text

(a) General rule.--Except as provided in subsection (b), a partner in a limited liability partnership or limited liability limited partnership shall not be liable directly or indirectly, whether by way of indemnification, contribution or otherwise, under an order of court or in any other manner for any debts, obligations or other liabilities of, or chargeable to, the partnership, whether sounding in contract or tort or otherwise, that arise while the registration of the partnership under this subchapter is in effect.

(b) Exceptions.--

(1) (Repealed).

(2) Subsection (a) shall not affect the liability of a partner:

(i) Individually for any negligent or wrongful acts or misconduct committed by the partner.

(ii) For any debts, obligations or other liabilities of the partnership:

(A) (Deleted by amendment)

(B) as to which the partner has agreed in record form to be liable; or

(C) that:

(I) arose before February 21, 2017; and

(II) did not arise from any negligent or wrongful acts or misconduct committed by a partner or other representative of the partnership.

(iii) To the extent expressly undertaken in the partnership agreement or the certificate of limited partnership.

(3) Subsection (a) shall not affect in any way:

(i) the liability of the partnership itself for all its debts, obligations and other liabilities;

(ii) the availability of the entire assets of the partnership to satisfy its debts, obligations and other liabilities; or

(iii) any obligation undertaken by a partner in record form to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner.

(c) Continuation of limited liability.--Neither the termination of the registration of a partnership under this subchapter nor the dissolution, winding up or termination of the partnership shall affect the limitation on the liability of a partner in the partnership under this section with respect to debts, obligations and other liabilities that arose while the registration under this subchapter was in effect.

(d) Proper parties.--A partner in a limited liability partnership or limited liability limited partnership is not a proper party to an action or proceeding by or against the partnership, the object of which is to recover damages or enforce debts, obligations or other liabilities for which the partner is not liable.

(e) Cross reference.--See section 103 (relating to subordination of title to regulatory laws).

Legislative History

(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References.Section 8204 is referred to in sections 8436, 8644 of this title.