N.Y. Partnership Law § 26: Nature of partner's liability

§ 26. Nature of partner's liability. (a) Except as provided in

subdivision (b) of this section, all partners are liable:

1. Jointly and severally for everything chargeable to the partnership

under sections twenty-four and twenty-five.

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) Except as provided by subdivisions (c) and (d) of this section, no

partner of a partnership which is a registered limited liability

partnership is liable or accountable, directly or indirectly (including

by way of indemnification, contribution or otherwise), for any debts,

obligations or liabilities of, or chargeable to, the registered limited

liability partnership or each other, whether arising in tort, contract

or otherwise, which are incurred, created or assumed by such partnership

while such partnership is a registered limited liability partnership,

solely by reason of being such a partner or acting (or omitting to act)

in such capacity or rendering professional services or otherwise

participating (as an employee, consultant, contractor or otherwise) in

the conduct of the other business or activities of the registered

limited liability partnership.

(c) Notwithstanding the provisions of subdivision (b) of this section,

(i) each partner, employee or agent of a partnership which is a

registered limited liability partnership shall be personally and fully

liable and accountable for any negligent or wrongful act or misconduct

committed by him or her or by any person under his or her direct

supervision and control while rendering professional services on behalf

of such registered limited liability partnership and (ii) each

shareholder, director, officer, member, manager, partner, employee and

agent of a professional service corporation, foreign professional

service corporation, professional service limited liability company,

foreign professional service limited liability company, registered

limited liability partnership, foreign limited liability partnership or

professional partnership that is a partner, employee or agent of a

partnership which is a registered limited liability partnership shall be

personally and fully liable and accountable for any negligent or

wrongful act or misconduct committed by him or her or by any person

under his or her direct supervision and control while rendering

professional services in his or her capacity as a partner, employee or

agent of such registered limited liability partnership. The relationship

of a professional to a registered limited liability partnership with

which such professional is associated, whether as a partner, employee or

agent, shall not modify or diminish the jurisdiction over such

professional of the licensing authority and in the case of an attorney

and counsellor-at-law or a professional service corporation,

professional service limited liability company, foreign professional

service limited liability company, registered limited liability

partnership, foreign limited liability partnership, foreign professional

service corporation or professional partnership, engaged in the practice

of law, the other courts of this state.

(d) Notwithstanding the provisions of subdivision (b) of this section,

all or specified partners of a partnership which is a registered limited

liability partnership may be liable in their capacity as partners for

all or specified debts, obligations or liabilities of a registered

limited liability partnership to the extent at least a majority of the

partners shall have agreed unless otherwise provided in any agreement

between the partners. Any such agreement may be modified or revoked to

the extent at least a majority of the partners shall have agreed, unless

otherwise provided in any agreement between the partners; provided,

however, that (i) any such modification or revocation shall not affect

the liability of a partner for any debts, obligations or liabilities of

a registered limited liability partnership incurred, created or assumed

by such registered limited liability partnership prior to such

modification or revocation and (ii) a partner shall be liable for debts,

obligations and liabilities of the registered limited liability

partnership incurred, created or assumed after such modification or

revocation only in accordance with this article and, if such agreement

is further modified, such agreement as so further modified but only to

the extent not inconsistent with subdivision (c) of this section.

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 liable for, the debts, obligations or liabilities of a

registered limited liability partnership.

(e) Subdivision (b) of this section shall not affect the liability of

a registered limited liability partnership out of partnership assets for

partnership debts, obligations and liabilities.

(f) Neither the withdrawal or revocation of a registered limited

liability partnership pursuant to subdivision (f) or (g), respectively,

of section 121-1500 of this chapter nor the dissolution, winding up or

termination of a registered limited liability partnership shall affect

the applicability of the provisions of subdivision (b) of this section

for any debt, obligation or liability incurred, created or assumed while

the partnership was a registered limited liability partnership.