§ 7-12.1-306. Partner’s liability. [Effective January 1, 2023.]
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.
(c) A debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a partner. This subsection applies:
(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under § 7-12.1-901(b); and
(2) Regardless of the dissolution of the limited liability partnership.
(d) The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.
(e) The cancellation or administrative revocation of a limited liability partnership’s statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
History of Section.P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]
Article 3 - Relations of Partners to Persons Dealing with Partnership [Effective January 1, 2023.]
Section 7-12.1-301. - Partner agent of partnership. [Effective January 1, 2023.]
Section 7-12.1-302. - Transfer of partnership property. [Effective January 1, 2023.]
Section 7-12.1-303. - Statement of partnership authority. [Effective January 1, 2023.]
Section 7-12.1-304. - Statement of denial. [Effective January 1, 2023.]
Section 7-12.1-306. - Partner’s liability. [Effective January 1, 2023.]
Section 7-12.1-307. - Actions by and against partnership and partners. [Effective January 1, 2023.]
Section 7-12.1-308. - Liability of purported partner. [Effective January 1, 2023.]