A. Except as otherwise provided in subsections B, C and D 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.

Terms Used In Arizona Laws 29-1026

  • Business: includes every trade, occupation and profession. See Arizona Laws 29-1001
  • Contract: A legal written agreement that becomes binding when signed.
  • Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Arizona Laws 29-1001
  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • 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 or limited partnership that has filed a statement of qualification under section 29-1101. See Arizona Laws 29-1001
  • Limited partnership: means a limited partnership created under chapter 3 of this title, predecessor law or comparable law of another jurisdiction. See Arizona Laws 29-1001
  • 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.
  • Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
  • 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 or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
  • Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Arizona Laws 29-1001
  • Person: means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-1001
  • Statement: means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing. See Arizona Laws 29-1001
  • 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.
  • Transfer: includes an assignment, conveyance, lease, mortgage, deed and encumbrance. See Arizona Laws 29-1001

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. Obligations incurred by a partnership or a limited partnership while the partnership or limited partnership is a limited liability partnership, whether arising in contract, tort or otherwise, are solely the obligations of the limited liability partnership. A partner is not personally liable, directly or indirectly, including by way of contribution or indemnification, for such obligations of the limited liability partnership incurred during the time the partnership or limited partnership is a limited liability partnership solely by reason of being or acting as such a partner. Notwithstanding contrary provisions in a partnership agreement existing prior to the effective date of a statement of qualification, the filing of a statement pursuant to section 29-1101 creates a presumption that the partners have agreed to the applicability of this subsection.

D. If a limited partnership is a limited liability partnership, this section applies to its general partners and to any of its limited partners who, under the provisions of chapter 3 of this title, are liable for the debts or obligations of the partnership.

E. Failure to observe the entity formalities otherwise applicable to the conduct or management of the business of the limited liability partnership is not a ground for imposing personal liability on any partner for the acts or debts of the limited liability partnership.

F. A partner may not receive a distribution from a limited liability partnership to the extent the distribution constitutes a transfer in violation of Title 44, Chapter 8.

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