CORP § 16306

Joint and several liability for partners (CORP § 16306)

Partners jointly and severally liable. Exceptions: new partners not liable for pre-admission debts; LLP partners not liable for debts incurred while registered.

Official text CORP § 16306 — California

(a) Except as otherwise provided in subdivisions (b) and (c), 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) Notwithstanding any other section of this chapter, and subject to subdivisions (d), (e), (f), and (h), a partner in a registered limited liability partnership is not liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, or liabilities of or chargeable to the partnership or another partner in the partnership, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed by the partnership while the partnership is a registered limited liability partnership, by reason of being a partner or acting in the conduct of the business or activities of the partnership.

(d) Notwithstanding subdivision (c), all or certain specified partners of a registered limited liability partnership, if the specified partners agree, may be liable in their capacity as partners for all or specified debts, obligations, or liabilities of the registered limited liability partnership if the partners possessing a majority of the interests of the partners in the current profits of the partnership, or a different vote as may be required in the partnership agreement, specifically agreed to the specified debts, obligations, or liabilities in writing, prior to the debt, obligation, or liability being incurred. That specific agreement may be modified or revoked if the partners possessing a majority of the interests of the partners in the current profits of the partnership, or a different vote as may be required in the partnership agreement, agree to the modification or revocation in writing; provided, however, that a 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 the registered limited liability partnership prior to the modification or revocation.

(e) Nothing in subdivision (c) shall be construed to affect the liability of a partner of a registered limited liability partnership to third parties for that partner’s tortious conduct.

(f) The limitation of liability in subdivision (c) shall not apply to claims based upon acts, errors, or omissions arising out of the rendering of professional limited liability partnership services of a registered limited liability partnership providing legal services unless that partnership has a currently effective certificate of registration issued by the State Bar.

(g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership in which personal liability for partnership debts, obligations, or liabilities is asserted against the partner, unless that partner is personally liable under subdivision (d) or (e).

(h) Nothing in this section shall 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.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 16306(a) states the rule that makes a general partnership a risky way to trade: except as otherwise provided in subdivisions (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. Joint and several means a creditor may pursue any one partner for the whole of a partnership debt, not merely that partner's share, leaving the partner who paid to seek contribution from the others.

Subdivision (b) contains the protection for someone joining an existing firm: a person admitted as a partner is not personally liable for any partnership obligation incurred before their admission. Liabilities already on the books stay with the partnership and the partners who were there.

Subdivision (c) is the registered limited liability partnership exception, and it is substantial: a partner in a registered LLP is not liable or accountable, directly or indirectly, including by way of indemnification, contribution or assessment, for debts, obligations or liabilities of or chargeable to the partnership or another partner, whether in tort, contract or otherwise, incurred while the partnership is a registered LLP, by reason of being a partner or acting in the conduct of the business. That protection is subject to important limits: under subdivision (d) specified partners may agree in writing to be liable for specified debts, and under subdivision (e) nothing in subdivision (c) affects a partner's liability to third parties for that partner's own tortious conduct. A partner who does the negligent work is answerable for it whatever the form of the firm. Whether a business is a general partnership or a registered LLP, and what a particular partner is exposed to, is a question to settle with a lawyer before the debts arise.

When it applies

A creditor pursuing you alone for the whole of a business debt
You joined a firm and are being asked about liabilities from before you arrived
A partner ran up debts you knew nothing about
A claim against a professional firm for one partner's negligence
Working out whether the business is a general partnership or a registered LLP
One partner disappearing and the creditors turning to the others

What this section does not say

It does not limit a creditor to your share. Joint and several liability means any one partner may be pursued for the whole obligation, subject to contribution between partners.
It does not catch a new partner for old debts. Subdivision (b) excludes personal liability for obligations incurred before that person's admission.
An LLP does not protect a partner from their own wrongdoing. Subdivision (e) preserves liability to third parties for that partner's own tortious conduct.
The LLP shield is not retrospective. Subdivision (c) protects against obligations incurred while the partnership is a registered limited liability partnership.
It can be varied by agreement with the creditor. The rule applies "unless otherwise agreed by the claimant or provided by law", so a creditor may accept a limited recourse arrangement.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A supplier is owed a substantial sum by a two-person partnership and pursues only the partner who is easiest to find, for the whole amount.

How the wording applies

Subdivision (a) makes partners jointly and severally liable for all obligations of the partnership unless otherwise agreed by the claimant or provided by law, so a creditor is not limited to one partner's share. The fact this turns on is whether the firm is a registered limited liability partnership, because subdivision (c) changes the answer entirely, and contribution between the partners is a separate question from what the creditor may do.

How the parties settled it

The pursued partner pays the supplier under an agreed schedule, and the partners sign a contribution agreement under which the other reimburses an agreed share out of their drawings.

Illustrative example

Someone joins an established firm as a partner and, months later, a claim arrives arising from work done before they arrived.

How the wording applies

Subdivision (b) says a person admitted as a partner is not personally liable for partnership obligations incurred before their admission. It hinges on when the obligation was incurred rather than when the claim was made, so the date of the work, not the date of the demand, is the fact to establish.

How the parties settled it

The firm meets the claim from partnership assets, the incoming partner's capital is protected by an indemnity from the continuing partners, and the position is recorded in a written partnership agreement.

Related sections

CORP § 16202 Profit business coowners form partnership: CORP § 16202 CORP § 16404 Partner Fiduciary Duty & Loyalty Rules | CORP § 16404 CORP § 16807 Partners must pay deficits on winding up - CORP § 16807 CORP § 16603 No compete duty ends; management rights end - CORP § 16603

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of CORP § 16306 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in California.

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