N.Y. Partnership Law § 26

Partners Liable Unless LLP | N.Y. Partnership Law § 26

Partners are jointly and severally liable under sections twenty-four and twenty-five and jointly for other debts, but registered LLP partners are protected.

Official text N.Y. Partnership Law § 26 — New York

§ 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.

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

Subdivision (a) sets the default and distinguishes two kinds of liability. All partners are liable jointly and severally for everything chargeable to the partnership under §§ 24 and 25 - the sections dealing with wrongful acts and misapplied property. For all other debts and obligations of the partnership they are liable jointly, and any partner may in addition enter into a separate obligation to perform a partnership contract. In a general partnership, personal liability is the rule: the firm's creditors can reach the partners.

Subdivision (b) creates the exception that makes registered limited liability partnerships worth registering. No partner of a registered LLP is liable or accountable, directly or indirectly - including by indemnification or contribution - for the debts, obligations or liabilities of the partnership or of each other, whether in tort, contract or otherwise, incurred while it is a registered LLP, solely by reason of being a partner or acting in that capacity or participating in the conduct of the business.

Subdivision (c) puts the crucial limit on that shield: each partner, employee or agent of a registered LLP remains personally and fully liable for any negligent or wrongful act or misconduct committed by that person, or by anyone under their direct supervision and control, while rendering professional services. The LLP protects a partner from the acts of others, not from their own. Subdivision (d) lets a majority of partners agree that all or specified partners will be liable for all or specified debts, with the modification or revocation of such an agreement having no retroactive effect. Subdivision (e) preserves the partnership's own liability out of partnership assets, and subdivision (f) keeps the shield in place for debts incurred while the LLP status existed even after withdrawal, revocation, dissolution or winding up.

When it applies

  • A supplier pursues one partner personally for the firm's unpaid invoices.
  • A partner discovers the business has debts they knew nothing about.
  • A professional firm registers as an LLP and the partners ask what it actually protects.
  • A claim is made against an LLP partner for another partner's negligence.
  • Partners want to agree among themselves who bears particular liabilities.

What this section does not say

  • It does not protect a general partnership's partners at all. The shield in subdivision (b) applies only to a registered limited liability partnership.
  • It does not protect an LLP partner from their own negligence, or that of someone under their direct supervision and control.
  • It does not shield the partnership itself. Partnership assets remain liable under subdivision (e).
  • It does not affect a partner who has personally guaranteed a debt or provided collateral - the section preserves that expressly.
  • It does not govern limited partnerships, which have their own liability provisions in article 8-A.

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

One partner runs up a large account with a supplier without mentioning it. When the business cannot pay, the supplier demands the whole sum from the partner who knew nothing about the orders.

How the wording applies

In a general partnership, subdivision (a) makes all partners liable jointly for the debts and obligations of the partnership other than those chargeable under §§ 24 and 25, where liability is joint and several. Ignorance of the order is not among the section's qualifications. What decides the exposure is the form of the firm: the shield in subdivision (b) applies only to a registered limited liability partnership.

How the parties settled it

The account is paid from the business and the partner who placed the orders carries the balance out of his profit share, while the supplier agrees a schedule and takes written purchase orders from both of them in future.

Illustrative example

A professional firm registers as an LLP and the partners take it that nothing arising on any file can now reach them personally. A claim then arrives over work one of them ran and supervised throughout.

How the wording applies

Subdivision (b) protects a partner from the debts, obligations and liabilities of the partnership and of each other incurred while it is a registered LLP, solely by reason of being a partner. Subdivision (c) is the limit that matters here: each partner remains personally and fully liable for their own negligent or wrongful act, and for that of anyone under their direct supervision and control, while rendering professional services. It turns on who did the work and who was supervising it.

How the parties settled it

The supervising partner meets the deductible personally, and the partners agree to review how files are supervised before the next insurance renewal instead of treating the registration as an answer to everything.

Illustrative example

Two partners want to record between them that only one of them bears the lease liabilities on a second location that was his idea and that he alone will run.

How the wording applies

Subdivision (d) permits exactly this: a majority of partners may agree that all or specified partners shall be liable for all or specified debts, obligations or liabilities of the partnership. The catch sits in the same subdivision - a modification or revocation of such an agreement has no retroactive effect, so it fixes the position from the moment it is made and not before.

How the parties settled it

They sign and date the allocation before the new lease is executed, and add a line that any later change to it applies only to obligations incurred after the change.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 2003 to 2017.

Swift Funding, LLC v. Isacc, 144 A.D.3d 471 (2016)

Appellate Division

What the court had to decide

Whether a partner in a registered limited liability partnership is shielded from personal liability for tort claims under Partnership Law § 26(b) when the partner's own conduct falls within the exception of § 26(c)(i).

What it held

The court held that Partnership Law § 26(b) does not shield a partner from liability for tort claims because the partner's alleged conduct (aiding and abetting conversion and tortious interference) falls within the exception under § 26(c)(i), which imposes personal liability for negligent or wrongful acts committed by the partner.

In the court's words
Because he was not entitled to summary judgment dismissing the tort claims against him, Partnership Law § 26 (b) does not shield him from liability (see Partnership Law § 26 [c] [i]).

La Rock & Perez, LLP v. Sang Joon Sim, 118 A.D.3d 473 (2014)

Appellate Division

What the court had to decide

Whether a partner of a registered limited liability partnership can be held liable for the LLP's debts or obligations solely because the LLP is unable to pay?

What it held

The narrow exceptions to Partnership Law § 26(b)'s shield of partners from liability do not include the LLP's inability to pay, and thus a partner cannot be held liable on that basis.

In the court's words
The narrow exceptions to Partnership Law § 26 (b)’s shield of the partners of an LLP from direct or indirect liability for the debts, obligations and liabilities of the LLP do not include the LLP’s inability to pay

Salazar v. Sacco & Fillas, LLP, 114 A.D.3d 745 (2014)

Appellate Division

What the court had to decide

Whether a partner in a registered limited liability partnership can be held individually liable for fraudulent acts committed by another partner under Partnership Law § 26.

What it held

A partner in a registered limited liability partnership is not individually liable for another partner's fraudulent acts unless the complaint alleges that the partner personally committed the fraud, directly supervised the wrongdoer, or agreed to assume such liability under Partnership Law § 26 (c) or (d).

In the court's words
the complaint fails to allege facts apprising Sacco of the basis of his individual liability.

Ederer v. Gursky, 9 N.Y.3d 514 (2007)

Court of Appeals of New York

What the court had to decide

Does Partnership Law § 26(b) shield a general partner in a registered limited liability partnership from personal liability for breaches of the partnership's or partners' obligations to each other?

What it held

The court held that Partnership Law § 26(b) does not shield a general partner from personal liability for breaches of obligations owed to other partners, as it only addresses vicarious liability to third parties.

In the court's words
We hold that this provision does not shield a general partner in a registered limited liability partnership from personal liability for breaches of the partnership’s or partners’ obligations to each other.

Connolly v. Napoli, Kaiser & Bern, LLP, 12 Misc. 3d 530 (2006)

trial courts

What the court had to decide

Whether partners in a registered limited liability partnership can be held personally liable for wrongful conduct under Partnership Law § 26(c)(i) despite the general liability shield in § 26(b).

What it held

The court held that the exception in § 26(c)(i) allows personal liability for wrongful conduct by a partner or someone under their supervision, and thus the motion to dismiss based on the liability shield was denied.

In the court's words
As the defendants acknowledge, however, Partnership Law § 26 (c) (i) provides that a partner may be held liable for wrongful conduct committed by them or a person under their direct supervision or control.

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

Related sections

N.Y. Partnership Law § 11 Profit is prima facie evidence: N.Y. Partnership Law § 11 N.Y. Partnership Law § 40 Equal profits, no salary: N.Y. Partnership Law § 40 N.Y. Partnership Law § 43 Partnership Law § 43: a partner must account for any private benefit N.Y. Partnership Law § 73 Retiring partner share value: N.Y. Partnership Law § 73

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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 N.Y. Partnership Law § 26 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 New York.

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