§ 7-12-26. Nature of partner’s liability. [Repealed effective January 1, 2023.]
(a) All partners are liable, except as provided in subsection (b):
(1) Jointly and severally for everything chargeable to the partnership under §§ 7-12-24 and 7-12-25.
(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) Subject to subsection (c), a partner in a registered limited-liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for debts, obligations, and liabilities of, or chargeable to, the partnership whether in tort, contract, or otherwise, arising while the partnership is a registered limited-liability partnership.
(c) Subsection (b) does not affect the individual liability of a partner in a registered limited-liability partnership for his or her own negligence, wrongful acts or misconduct, or that of any person under that partner’s direct supervision and control other than in an administrative capacity.
(d) A partner in a registered limited-liability partnership is not a proper party in his or her individual capacity to a proceeding by or against a registered limited-liability partnership, the object of which is to recover damages or enforce the obligations of the registered limited-liability partnership, unless the partner is personally liable under subsection (c).
(e) Notwithstanding any other provisions of this section, the personal liability of a partner in a limited-liability partnership engaged in the rendering of professional services is not less than or greater than the personal liability of a shareholder of a professional corporation organized under chapter 5.1 of this title engaged in the rendering of the same professional services.
History of Section.R.P.L. 1957, ch. 74, § 15; P.L. 1996, ch. 270, § 1; P.L. 1998, ch. 235, § 1.
§ 7-12-26. [Repealed effective January 1, 2023.]
History of Section.R.P.L. 1957, ch. 74, § 15; P.L. 1996, ch. 270, § 1; P.L. 1998, ch. 235, § 1; repealed by P.L. 2022, ch. 123, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 124, § 1, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Section 7-12-1. - Provisions in partnership agreements deemed nontestamentary.
Section 7-12-2. - Death of partner — Statement delivered to administrator or executor.
Section 7-12-3. - Examination of books and property by representative of deceased partner.
Section 7-12-4. - Separate composition with creditors on dissolution of partnership.
Section 7-12-5. - Separate composition as full discharge of partner.
Section 7-12-6. - Payment by partner in excess of his or her proportion.
Section 7-12-7. - Insolvency or absconding of partner.
Section 7-12-8. - Memorandum exonerating partner on separate composition.
Section 7-12-9. - Partners not discharged by separate composition — Defenses to creditor’s action.
Section 7-12-10. - Application to joint debtors.
Section 7-12-11. - Limited partnership law unaffected.
Section 7-12-12. - Short title. [Repealed effective January 1, 2023.]
Section 7-12-13. - Definitions. [Repealed effective January 1, 2023.]
Section 7-12-14. - Interpretation of knowledge and notice. [Repealed effective January 1, 2023.]
Section 7-12-15. - Rules of construction. [Repealed effective January 1, 2023.]
Section 7-12-16. - Rules for cases not provided for. [Repealed effective January 1, 2023.]
Section 7-12-17. - Partnership defined. [Repealed effective January 1, 2023.]
Section 7-12-19. - Partnership property. [Repealed effective January 1, 2023.]
Section 7-12-22. - Partnership bound by admission of partner. [Repealed effective January 1, 2023.]
Section 7-12-26. - Nature of partner’s liability. [Repealed effective January 1, 2023.]
Section 7-12-27. - Partner by estoppel. [Repealed effective January 1, 2023.]
Section 7-12-28. - Liability of incoming partner. [Repealed effective January 1, 2023.]
Section 7-12-30. - Partnership books. [Repealed effective January 1, 2023.]
Section 7-12-31. - Duty of partners to render information. [Repealed effective January 1, 2023.]
Section 7-12-31.1. - Nature of business.
Section 7-12-32. - Partner accountable as a fiduciary. [Repealed effective January 1, 2023.]
Section 7-12-33. - Right to an account. [Repealed effective January 1, 2023.]
Section 7-12-35. - Extent of property rights of a partner. [Repealed effective January 1, 2023.]
Section 7-12-38. - Assignment of partner’s interest. [Repealed effective January 1, 2023.]
Section 7-12-40. - Dissolution defined. [Repealed effective January 1, 2023.]
Section 7-12-41. - Partnership not terminated by dissolution. [Repealed effective January 1, 2023.]
Section 7-12-42. - Causes of dissolution. [Repealed effective January 1, 2023.]
Section 7-12-43. - Dissolution by decree of court. [Repealed effective January 1, 2023.]
Section 7-12-48. - Right to wind up. [Repealed effective January 1, 2023.]
Section 7-12-51. - Rules for distribution. [Repealed effective January 1, 2023.]
Section 7-12-54. - Accrual of actions. [Repealed effective January 1, 2023.]
Section 7-12-55. - Other laws preserved. [Repealed effective January 1, 2023.]
Section 7-12-56. - Registered limited-liability partnerships. [Repealed effective January 1, 2023.]
Section 7-12-60. - Filing of returns with the tax administrator — Annual charge.