2023 New York Laws › PTR - Partnership › Article 3 - Relations of Partners to Persons Dealing With the Partnership. › 26 - Nature of Partner's Liability.

§  26.  Nature  of  partner's  liability.
(a) Except as provided in
subdivision (b) of this section, all partners are liable:
1. Jointly and severally for everything chargeable to the  partnership
under sections twenty-four and twenty-five.
2. Jointly for all other debts and obligations of the partnership; but
any   partner  may  enter  into  a  separate  obligation  to  perform  a
partnership contract.
(b) Except as provided by subdivisions (c) and (d) of this section, no
partner of  a  partnership  which  is  a  registered  limited  liability
partnership  is liable or accountable, directly or indirectly (including
by way of indemnification, contribution or otherwise),  for  any  debts,
obligations  or liabilities of, or chargeable to, the registered limited
liability partnership or each other, whether arising in  tort,  contract
or otherwise, which are incurred, created or assumed by such partnership
while  such  partnership  is a registered limited liability partnership,
solely by reason of being such a partner or acting (or omitting to  act)
in  such  capacity  or  rendering  professional  services  or  otherwise
participating (as an employee, consultant, contractor or  otherwise)  in
the  conduct  of  the  other  business  or  activities of the registered
limited liability partnership.
(c) Notwithstanding the provisions of subdivision (b) of this section,
(i) each partner,  employee  or  agent  of  a  partnership  which  is  a
registered  limited  liability partnership shall be personally and fully
liable and accountable for any negligent or wrongful act  or  misconduct
committed  by  him  or  her  or  by  any  person under his or her direct
supervision and control while rendering professional services on  behalf
of   such   registered  limited  liability  partnership  and  (ii)  each
shareholder, director, officer, member, manager, partner,  employee  and
agent  of  a  professional  service  corporation,  foreign  professional
service corporation, professional  service  limited  liability  company,
foreign  professional  service  limited  liability  company,  registered
limited liability partnership, foreign limited liability partnership  or
professional  partnership  that  is  a  partner,  employee or agent of a
partnership which is a registered limited liability partnership shall be
personally and  fully  liable  and  accountable  for  any  negligent  or
wrongful  act  or  misconduct  committed  by him or her or by any person
under  his  or  her  direct  supervision  and  control  while  rendering
professional  services  in his or her capacity as a partner, employee or
agent of such registered limited liability partnership. The relationship
of a professional to a registered  limited  liability  partnership  with
which such professional is associated, whether as a partner, employee or
agent,   shall  not  modify  or  diminish  the  jurisdiction  over  such
professional of the licensing authority and in the case of  an  attorney
and   counsellor-at-law   or   a   professional   service   corporation,
professional service limited  liability  company,  foreign  professional
service   limited   liability   company,  registered  limited  liability
partnership, foreign limited liability partnership, foreign professional
service corporation or professional partnership, engaged in the practice
of law, the other courts of this state.
(d) Notwithstanding the provisions of subdivision (b) of this section,
all or specified partners of a partnership which is a registered limited
liability partnership may be liable in their capacity  as  partners  for
all  or  specified  debts,  obligations  or  liabilities of a registered
limited liability partnership to the extent at least a majority  of  the
partners  shall  have  agreed unless otherwise provided in any agreement
between the partners. Any such agreement may be modified or  revoked  to
the extent at least a majority of the partners shall have agreed, unless
otherwise  provided  in  any  agreement  between the partners; provided,

however, that (i) any such modification or revocation shall  not  affect
the  liability of a partner for any debts, obligations or liabilities of
a registered limited liability partnership incurred, created or  assumed
by   such   registered  limited  liability  partnership  prior  to  such
modification or revocation and (ii) a partner shall be liable for debts,
obligations  and  liabilities  of  the  registered   limited   liability
partnership  incurred,  created  or  assumed  after such modification or
revocation only in accordance with this article and, if  such  agreement
is  further  modified, such agreement as so further modified but only to
the extent not  inconsistent  with  subdivision  (c)  of  this  section.
Nothing in this section shall in any way affect or impair the ability of
a partner to act as a guarantor or surety for, provide collateral for or
otherwise  be  liable  for,  the  debts, obligations or liabilities of a
registered limited liability partnership.
(e) Subdivision (b) of this section shall not affect the liability  of
a registered limited liability partnership out of partnership assets for
partnership debts, obligations and liabilities.
(f)  Neither  the  withdrawal  or  revocation  of a registered limited
liability partnership pursuant to subdivision (f) or (g),  respectively,
of  section  121-1500 of this chapter nor the dissolution, winding up or
termination of a registered limited liability partnership  shall  affect
the  applicability  of the provisions of subdivision (b) of this section
for any debt, obligation or liability incurred, created or assumed while
the partnership was a registered limited liability partnership.