29-1026. Partner's liability
A. Except as otherwise provided in subsections B, C and D 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. 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. Obligations incurred by a partnership or a limited partnership while the
partnership or limited partnership is a limited liability partnership, whether arising in
contract, tort or otherwise, are solely the obligations of the limited liability
partnership. A partner is not personally liable, directly or indirectly, including by
way of contribution or indemnification, for such obligations of the limited liability
partnership incurred during the time the partnership or limited partnership is a limited
liability partnership solely by reason of being or acting as such a partner.
Notwithstanding contrary provisions in a partnership agreement existing prior to the
effective date of a statement of qualification, the filing of a statement pursuant to
section 29-1101 creates a presumption that the partners have agreed to the applicability
of this subsection.
D. If a limited partnership is a limited liability partnership, this section
applies to its general partners and to any of its limited partners who, under the
provisions of chapter 3 of this title, are liable for the debts or obligations of the
partnership.
E. Failure to observe the entity formalities otherwise applicable to the conduct or
management of the business of the limited liability partnership is not a ground for
imposing personal liability on any partner for the acts or debts of the limited liability
partnership.
F. A partner may not receive a distribution from a limited liability partnership to
the extent the distribution constitutes a transfer in violation of title 44, chapter 8.
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