Section 10A-8-3.06

Partner's liability.

(a) Except as otherwise provided in subsection (b) or subsection (c), 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) Except as provided by subsection (d) of this section and subsection (a) of Section 10A-8-10.10, a partner in a registered limited liability partnership is not personally liable or accountable, directly, or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the registered limited liability partnership, or another partner or partners, whether arising in tort, contract, or otherwise, solely by reason of being such a partner or acting, or omitting to act, in such capacity, which such debts, obligations and liabilities occur, are incurred or are assumed while the partnership is a registered limited liability partnership.

(d) Notwithstanding the provisions of subsection (c) of this section, all or specified partners of a registered limited liability partnership may be personally liable in their capacity as partners for all or specified debts, obligations, or liabilities of a registered limited liability partnership to the extent all of the partners shall have agreed, unless otherwise provided in the partnership agreement. Any agreement regarding any such specified debts, obligations or liabilities of a registered limited liability partnership may be modified or revoked to the extent all of the partners shall have agreed, unless otherwise provided in the partnership agreement; provided, however, that (i) any such modification or revocation shall not affect the personal liability of a partner for any debts, obligations or liabilities of a registered limited liability partnership which occur, are incurred or are assumed by the registered limited liability partnership prior to the modification or revocation and (ii) a partner shall be personally liable for debts, obligations, and liabilities of the registered limited liability partnership which occur, are incurred or are assumed after the modification or revocation only in accordance with this chapter. Nothing in this section shall in any way affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for, or otherwise be personally liable for, the debts, obligations, or liabilities of a registered limited liability partnership for which such partner agrees in writing to be personally liable.

(e) Subsections (c) and (d) of this section shall not affect the liability of a registered limited liability partnership to the extent of partnership assets for partnership debts, obligations and liabilities.

(f) A partner in a registered limited liability partnership is not a necessary or proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the registered limited liability partnership, unless the partner is personally liable therefor under subsection (d) of this section or under subsection (a) of Section 10A-8-10.10.

(Acts 1996, No. 96-528, p. 685, §1; §10-8A-306; amended and renumbered by Act 2009-513, p. 967, §252.)