Liability to 3rd Parties

Question 1

How are General Partners Liable to 3rd Parties (in a GP and LP, not LLP)

Answer 1

General Partners are personally liable for all partnership debts, including torts committed by a partner if done (1) in the OCOB and (2) with authority of the partnership.

General Partners are jointly and severally liable (i.e., may sue for contribution from one another)

Question 2

Rule for incoming general partners and liability to 3rd parties

Answer 2

Incoming partners are not personally liable for partnership obligations arising from activity that occurred before being admitted as a partner

Question 3

How are limited partners liable to 3rd parties?

Answer 3

Not personally liable (except the partner’s capital contribution) for debts of the LP,
even if the limited partner participated in the management

Question 4

How are general partners liable to 3rd parties in an LLP?

Answer 4

Any obligations (contract, tort, or otherwise) incurred while the partnership is a LLP
are solely the obligations of the partnership (not personally liable).

Partners are personally liable for obligations incurred before conversion to LLP or from the partner’s own wrongful acts