Partner’s liability.
R.I. Gen. Laws § 7-12.1-306
in effect7-12.1-306. Partner’s liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners
are liable jointly and severally for all debts, obligations, and other liabilities
of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a partner is not personally liable for a debt, obligation, or
other liability of the partnership incurred before the person became a partner.
(c) A debt, obligation, or other liability of a partnership incurred while the partnership
is a limited liability partnership is solely the debt, obligation, or other liability
of the limited liability partnership. A partner is not personally liable, directly
or indirectly, by way of contribution or otherwise, for a debt, obligation, or other
liability of the limited liability partnership solely by reason of being or acting
as a partner. This subsection applies:
(1) Despite anything inconsistent in the partnership agreement that existed immediately
before the vote or consent required to become a limited liability partnership under
§ 7-12.1-901(b); and
(2) Regardless of the dissolution of the limited liability partnership.
(d) The failure of a limited liability partnership to observe formalities relating to
the exercise of its powers or management of its business is not a ground for imposing
liability on a partner for a debt, obligation, or other liability of the partnership.
(e) The cancellation or administrative revocation of a limited liability partnership’s
statement of qualification does not affect the limitation in this section on the liability
of a partner for a debt, obligation, or other liability of the partnership incurred
while the statement was in effect.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-3/7-12.1-306.htmFetched: 10/20/2026