Tennessee Code Annotated

Title 61: Partnerships

Chapter 1: Revised Uniform Partnership Act

Part 3: Relations of Partners to Persons Dealing with Partnership

TCA 61-1-306: Partner's liability.

(a)  Except as otherwise provided in subsections (b) through (g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(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)  Subject to subsection (d), a partner in a registered limited liability partnership is not liable, directly or indirectly (including by way of indemnification, subrogation, contribution, assessment or otherwise), for debts, obligations and liabilities of or chargeable to the partnership or another partner, whether in tort, contract, or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.

(d)  Subsection (c) does not affect the liability of a partner in a registered limited liability partnership for such partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under such partner's direct supervision and control.

(e)  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 damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection (c), unless such partner is personally liable under subsection (d).

(f)  Unless otherwise agreed, a partner who receives a distribution from a registered limited liability partnership or a partner who votes for or assents to such distribution shall have no liability for such distribution under this section or any other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.

(g)  Notwithstanding any other provision of this chapter to the contrary, each person, partner, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of a registered limited liability partnership shall be personally liable for such taxes in the same manner as responsible persons of a corporation under the same provisions of § 67-1-1443.

History: [Acts 2001, ch. 353.]