2015 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 82 - Registered Limited Liability Partnerships
Section 8204 - Limitation on liability of partners

§ 8204. Limitation on liability of partners.

(a) General rule.--Except as provided in subsection (b), a partner in a registered limited liability partnership shall not be individually liable directly or indirectly, whether by way of indemnification, contribution or otherwise, for debts and obligations of, or chargeable to, the partnership, whether sounding in contract or tort or otherwise, that arise from any negligent or wrongful acts or misconduct committed by another partner or other representative of the partnership while the registration of the partnership under this subchapter is in effect.

(b) Exceptions.--

(1) (Repealed).

(2) Subsection (a) shall not affect the liability of a partner:

(i) Individually for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control.

(ii) For any debts or obligations of the partnership:

(A) arising from any cause other than those specified in subsection (a); or

(B) as to which the partner has agreed in writing to be liable.

(iii) To the extent expressly undertaken in the partnership agreement or the certificate of limited partnership.

(3) Subsection (a) shall not affect in any way:

(i) the liability of the partnership itself for all its debts and obligations;

(ii) the availability of the entire assets of the partnership to satisfy its debts and obligations; or

(iii) any obligation undertaken by a partner in writing to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner.

(c) Continuation of limited liability.--Neither the termination of the registration of a partnership under this subchapter nor the dissolution of the partnership shall affect the limitation on the liability of a partner in the partnership under this section with respect to negligent or wrongful acts or misconduct occurring while the registration under this subchapter was in effect.

(d) Cross reference.--See section 103 (relating to subordination of title to regulatory laws).

(June 22, 2001, P.L.418, No.34, eff. 60 days)

2001 Amendment. Act 34 amended subsecs. (a) and (b)(3) and repealed subsec. (b)(1).

Cross References. Section 8204 is referred to in section 8205 of this title.