State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-45

§59‑45.  Nature of partner's liability in ordinary partnerships and inregistered limited liability partnerships.

(a)        Except as providedby subsections (a1) and (b) of this section, all partners are jointly andseverally liable for the acts and obligations of the partnership.

(a1)      Except as providedin subsection (b) of this section, a partner in a registered limited liabilitypartnership is not individually liable for debts and obligations of thepartnership incurred while it is a registered limited liability partnershipsolely by reason of being a partner and does not become liable byparticipating, in whatever capacity, in the management or control of thebusiness of the partnership.

(b)        Nothing in thisChapter shall be interpreted to abolish, modify, restrict, limit, or alter thelaw in this State applicable to the professional relationship and liabilitiesbetween the individual furnishing the professional services and the personreceiving the professional services, the standards of professional conduct applicableto the rendering of the services, or any responsibilities, obligations, orsanctions imposed under applicable licensing statutes. A partner in aregistered limited liability partnership is not individually liable, directlyor indirectly, including by indemnification, contribution, assessment, orotherwise, for the debts, obligations, and liabilities of, or chargeable to,the registered limited liability partnership that arise from errors, omissions,negligence, malpractice, incompetence, or malfeasance committed by anotherpartner or by an employee, agent, or other representative of the partnership;provided, however, nothing in this Chapter shall affect the liability of apartner of a professional registered limited liability partnership for his orher own errors, omissions, negligence, malpractice, incompetence, ormalfeasance committed in the rendering of professional services.

(c)        Repealed by SessionLaws 1999‑362, s. 5.

(d)        A partner in aregistered limited liability partnership is not a proper party to proceedingsby or against a limited liability partnership, except where the object of theproceeding is to enforce a partner's right against or liability to the limitedliability partnership.

(e)        The liability ofpartners of a registered limited liability partnership formed and existingunder this Chapter shall at all times be determined solely and exclusively bythis Chapter and the laws of this State.

(f)         If a conflictarises between the laws of this State and the laws of any other jurisdictionwith regard to the liability of a partner of a registered limited liabilitypartnership formed and existing under this Chapter for the debts, obligations,and liabilities of the registered limited liability partnership, this Chapterand the laws of this State shall govern in determining the liability. (1941,c. 374, s. 15; 1953, c. 881; 1993, c. 354, s. 4; 1999‑362, s. 5.)