Sec. 15. (1) Except as provided in paragraph (2), all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under sections 13 and 14 of this chapter.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
(2) A partner of a limited liability partnership is not personally liable, directly or indirectly, including by way of indemnification, contribution, or otherwise, for:
(a) the debts, obligations, or liabilities of, or chargeable to, the limited liability partnership or other partner or partners, whether arising in tort, contract, or otherwise; or
(b) the acts or omissions of any other partner;
solely by reason of being a partner, acting or failing to act as a partner, or participating as an employee, a consultant, a contractor, or otherwise in the conduct of the business or activities of the limited liability partnership while the partnership is a limited liability partnership.
(3) A partner of a limited liability partnership may be personally liable for the partner's own acts or omissions.
(4) A limited liability partnership is liable out of partnership assets for partnership debts, obligations, and liabilities.
(5) A partner in a limited liability partnership is not a proper party to a proceeding by or against the limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under paragraph (3).
(6) The laws of Indiana or another jurisdiction may not impose personal liability on a partner in a limited liability partnership. The only actions required of a limited liability partnership or of individual partners in such a partnership in order to avail themselves of the limited liability provisions of this chapter are those required by this chapter.
Formerly: Acts 1949, c.114, s.15. As amended by P.L.34-1987, SEC.295; P.L.230-1995, SEC.4.
Structure Indiana Code
Title 23. Business and Other Associations
Chapter 1. Uniform Partnership Act
23-4-1-3. Interpretation of Knowledge and Notice
23-4-1-4. Rules of Construction
23-4-1-5. Rules for Cases Not Provided for in Chapter
23-4-1-7. Rules for Determining Existence of Partnership
23-4-1-8. Partnership Property
23-4-1-10. Conveyance of Real Property of Partnership
23-4-1-11. Partnership Bound by Admission of Partner
23-4-1-12. Partnership Charged With Knowledge of or Notice to Partner
23-4-1-13. Partnership Bound by Partner's Wrongful Act
23-4-1-14. Partnership Bound by Partner's Breach of Trust
23-4-1-15. Nature of Partner Liability; Partnerships; Limited Liability Partnerships
23-4-1-16. Partner by Estoppel
23-4-1-17. Liability of Incoming Partner
23-4-1-18. Rules Determining Rights and Duties of Partners
23-4-1-20. Duty of Partners to Render Information
23-4-1-21. Partner Accountable as Fiduciary
23-4-1-23. Continuation of Partnership Beyond Fixed Term
23-4-1-24. Extent of Property Rights of Partner
23-4-1-25. Nature of Partner's Right in Specific Partnership Property
23-4-1-26. Nature of Partner's Interest in Partnership
23-4-1-27. Assignment of Partner's Interest
23-4-1-28. Partner's Interest Subject to Charging Order
23-4-1-29. Dissolution Defined
23-4-1-30. Partnership Not Terminated by Dissolution
23-4-1-31. Causes of Dissolution
23-4-1-32. Dissolution by Decree of Court
23-4-1-33. General Effect of Dissolution on Authority of Partner
23-4-1-34. Right of Partner to Contribution From Copartners After Dissolution
23-4-1-35. Power of Partner to Bind Partnership to Third Person After Dissolution
23-4-1-36. Effect of Dissolution on Partner's Existing Liability
23-4-1-38. Rights of Partners to Application of Partnership Property
23-4-1-39. Rights Where Partnership Is Dissolved for Fraud or Misrepresentation
23-4-1-40. Rules for Distribution
23-4-1-41. Liability of Persons Continuing Business in Certain Cases
23-4-1-42. Rights of Retiring or Estate of Deceased Partner When Business Is Continued
23-4-1-44. Limited Liability Partnerships; Legislative Intent and Policy
23-4-1-45. Limited Liability Partnerships; Registration; Notice
23-4-1-45.1. Limited Liability Partnerships; Amendment of Registration
23-4-1-45.2. Limited Liability Partnerships; Withdrawal of Registration; Filing Fee