(a)  All partners are liable, except as provided in subsection (b):

(1)  Jointly and severally for everything chargeable to the partnership under § 7-12-24 and § 7-12-25.

(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.

Terms Used In Rhode Island General Laws 7-12-26

  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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.
  • person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
  • 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.

(b)  Subject to subsection (c), a partner in a registered limited-liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for debts, obligations, and liabilities of, or chargeable to, the partnership whether in tort, contract, or otherwise, arising while the partnership is a registered limited-liability partnership.

(c)  Subsection (b) does not affect the individual liability of a partner in a registered limited-liability partnership for his or her own negligence, wrongful acts or misconduct, or that of any person under that partner’s direct supervision and control other than in an administrative capacity.

(d)  A partner in a registered limited-liability partnership is not a proper party in his or her individual capacity to a proceeding by or against a registered limited-liability partnership, the object of which is to recover damages or enforce the obligations of the registered limited-liability partnership, unless the partner is personally liable under subsection (c).

(e)  Notwithstanding any other provisions of this section, the personal liability of a partner in a limited-liability partnership engaged in the rendering of professional services is not less than or greater than the personal liability of a shareholder of a professional corporation organized under chapter 5.1 of this title engaged in the rendering of the same professional services.

History of Section.
R.P.L. 1957, ch. 74, § 15; P.L. 1996, ch. 270, § 1; P.L. 1998, ch. 235, § 1.

§ 7-12-26. [Repealed effective January 1, 2023.]

History of Section.
R.P.L. 1957, ch. 74, § 15; P.L. 1996, ch. 270, § 1; P.L. 1998, ch. 235, § 1; repealed by P.L. 2022, ch. 123, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 124, § 1, effective January 1, 2023.