Kentucky Statutes 362.1-306 – Partner’s liability
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(1) Except as otherwise provided in subsections (2) and (3) 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.
(2) 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.
(3) An obligation of a partnership arising out of or related to circumstances or events occurring or 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 indemnification, contribution, assessment, 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 KRS § 362.1-931(2).
(4) Subsection (3) of this section shall not affect the liability of a partner in a limited liability partnership for his own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 115, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 33, effective July 12, 2006.
(2) 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.
Terms Used In Kentucky Statutes 362.1-306
- Contract: A legal written agreement that becomes binding when signed.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Limited liability partnership: means a partnership that has filed a statement of qualification under KRS §. See Kentucky Statutes 362.1-101
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 362.1-101
- Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Kentucky Statutes 362.1-101
- Person: means an individual, an entity, or any other legal or commercial entity. See Kentucky Statutes 362.1-101
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
(3) An obligation of a partnership arising out of or related to circumstances or events occurring or 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 indemnification, contribution, assessment, 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 KRS § 362.1-931(2).
(4) Subsection (3) of this section shall not affect the liability of a partner in a limited liability partnership for his own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 115, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 33, effective July 12, 2006.