§ 3226. Partner’s liability
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection 3291(b) of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
Structure Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
§ 3203. Effect of partnership agreement; nonwaivable provisions
§ 3204. Supplemental principles of law
§ 3205. Execution, filing, and recording of statements
§ 3207. Partnership subject to amendment or repeal of chapter
§ 3212. Formation of partnership
§ 3214. When property is partnership property
§ 3221. Partner agent of partnership
§ 3222. Transfer of partnership property
§ 3223. Statement of partnership authority
§ 3225. Partnership liable for partner’s actionable conduct
§ 3227. Actions by and against partnership and partners
§ 3228. Liability of purported partner
§ 3231. Partner’s rights and duties
§ 3233. Partner’s rights and duties with respect to information
§ 3234. General standards of partner’s conduct
§ 3235. Actions by partnership and partners
§ 3236. Continuation of partnership beyond definite term or particular undertaking
§ 3241. Partner not co-owner of partnership property
§ 3242. Partner’s transferable interest in partnership
§ 3243. Transfer of partner’s transferable interest
§ 3244. Partner’s transferable interest subject to charging order
§ 3251. Events causing partner’s dissociation
§ 3252. Partner’s power to dissociate; wrongful dissociation
§ 3253. Effect of partner’s dissociation
§ 3261. Purchase of dissociated partner’s interest
§ 3262. Dissociated partner’s power to bind and liability to partnership
§ 3263. Dissociated partner’s liability to other persons
§ 3264. Statement of dissociation
§ 3265. Continued use of partnership name
§ 3271. Events causing dissolution and winding up of partnership business
§ 3272. Partnership continues after dissolution
§ 3273. Right to wind up partnership business
§ 3274. Partner’s power to bind partnership after dissolution
§ 3275. Statement of dissolution
§ 3276. Partner’s liability to other partners after dissolution
§ 3277. Settlement of accounts and contributions among partners
§ 3282. Conversion of partnership to limited partnership
§ 3283. Conversion of limited partnership to partnership
§ 3284. Effect of conversion; entity unchanged
§ 3285. Merger of partnerships
§ 3291. Statement of qualification
§ 3301. Law governing foreign limited liability partnership
§ 3302. Statement of foreign qualification
§ 3303. Effect of failure to qualify
§ 3304. Activities not constituting transacting business
§ 3305. Action by Attorney General