2010 Maryland Code
CORPORATIONS AND ASSOCIATIONS
TITLE 9A - MARYLAND REVISED UNIFORM PARTNERSHIP ACT
Subtitle 3 - Relations of Partners to Persons Dealing with Partnership
Section 306 - Partner's liability.
§ 9A-306. Partner's liability.
(a) Joint and several liability.- Except as otherwise provided in subsections (b) and (c) 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.
(b) Immunity from liability.- A person admitted as a partner into an existing partnership shall have the immunity from liability described under § 5-420 of the Courts and Judicial Proceedings Article.
(c) Limited liability partnership exception.- Subject to the provisions of subsection (d) of this section, a partner of a limited liability partnership is not 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 partnership or another partner, whether arising in tort, contract, or otherwise, which are incurred, created, or assumed by the partnership while the partnership is a limited liability partnership solely by reason of being a partner in the partnership 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 business or activities of the partnership.
(d) Applicability of subsection (c).- Subsection (c) of this section does not affect:
(1) The liability of a partner of a limited liability partnership for debts and obligations of the partnership that arise from any negligent or wrongful act or omission of the partner or of another partner, employee, or agent of the partnership if the partner is negligent in appointing, directly supervising, or cooperating with the other partner, employee, or agent;
(2) The liability of the partnership for all its debts and obligations or the availability of the entire assets of the partnership to satisfy its debts and obligations; or
(3) The liability of a partner for debts and obligations of the partnership, whether in contract or in tort, that arise from or relate to a contract made by the partnership prior to its registration as a limited liability partnership, unless the registration was consented to in writing by the party to the contract that is seeking to enforce the debt or obligation.
(e) Licensing and regulation of individual persons.- Nothing in subsection (c) of this section is intended to restrict or limit in any manner the authority and duty of a regulatory body that licenses professionals within this State to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body, notwithstanding that the person is a partner, employee, or agent of a limited liability partnership and is rendering the professional services or engaging in the practice of the profession through the limited liability partnership.
[1997, ch. 14, § 20; ch. 654, § 2; 1998, ch. 743, § 1; 2007, ch. 5, § 7.]
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