2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 21 - Uniform Partnership Act
Article 3 - Relations of Partners to Persons Dealing With Partnership
Section 17-21-306 - Partner's Liability.
17-21-306. Partner's liability.
(a) Except as provided in subsection (b) 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) Except as provided by subsections (c) and (d) of this section, a partner of a registered limited liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or another partner or partners, whether arising in tort, contract or otherwise, solely by reason of being such a partner or acting (or omitting to act) in such capacity or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership, while the partnership is a registered limited liability partnership.
(c) Subsection (b) of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligent or wrongful act or misconduct, or that of any person under the partner's direct supervision and control.
(d) Notwithstanding the provisions of subsection (b) of this section, all or specified partners of a registered limited liability partnership may be liable in their capacity as partners for all or specified debts, obligations or liabilities of a registered limited liability partnership to the extent at least a majority of the partners shall have agreed unless otherwise provided in any agreement between the partners. Any such agreement may be modified or revoked to the extent at least a majority of the partners shall have agreed, unless otherwise provided in any agreement between the partners, provided, however, that:
(i) Any such modification or revocation shall not affect the liability of a partner for any debts, obligations or liabilities of a registered limited liability partnership incurred, created or assumed by the registered limited liability partnership prior to the modification or revocation; and
(ii) A partner shall be liable for debts, obligations and liabilities of the registered limited liability partnership incurred, created or assumed after such modification or revocation only in accordance with this article and, if the agreement is further modified, the agreement as so further modified but only to the extent not inconsistent with subsection (c) of this section.
(e) Nothing in this section shall in any way affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for, or otherwise be liable for, the debts, obligations or liabilities of a registered limited liability partnership.
(f) Subsection (b) of this section shall not affect the liability of a registered limited liability partnership out of partnership assets for partnership debts, obligations and liabilities.
(g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under subsection (c) or (d) of this section.
