(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.
Notes of Decisions
PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, 2007 Cal. Daily Op. Serv. 4776 (Cal. Ct. App. 2007).
“(Corp. Code, § 16306, subd. (c).) 4 We refer to Shapiro as a partner, whatever the nature of his relationship with the law firm.”
United States v. Galletti, 541 U.S. 114 (2004).
“3 B Respondents also argue that they are primarily liable for the Partnership’s tax debt because, under California law, general partners are jointly and severally liable for the debts of their partnership, Cal. Corp. Code Ann. §16306 (West Supp. 2004).”
Carolina Cas. Ins. v. L.M. Ross Law Grp., LLP, 212 Cal. App. 4th 1181 (Cal. Ct. App. 2012).
“) Corporations Code section 16306, subdivisions (d), (e) and (f), create certain exceptions to subdivision (c)’s liability shield, none of which is applicable here.”
Great W. Bank v. Kong, 2001 Cal. Daily Op. Serv. 5313 (Cal. Ct. App. 2001).
“(Corp. Code, § 16306, subd. (a).) Consequently, upon Pergola’s default, the creditor, Great Western, filed its complaint against Pergola and the partners individually.”
Pitts v. United States (In re Pitts), 497 B.R. 73 (Bankr. C.D. Cal. 2013).
· cites it 2× “*78 Debtor argues that, because the IRS has sought to collect the taxes against her using Cal. Corp.Code § 16306, which creates liability in each general partner for the partnership’s debts, the IRS is bound by California’s statute of limitations and collection procedures.”
Ehrenberg v. WSCR, Inc. (In Re Hoover WSCR Assocs. Ltd.), 268 B.R. 227 (Bankr. C.D. Cal. 2001).
· cites it 6× “5 7 and Cal. Corp. Code § 16306 , 8 which are the provisions of *232 California law most heavily relied upon by the parties, all assist in the determination of whether WSCR is “personally liable” for the Koukladas Judgment.”
J & J Sports Prods., Inc. v. Flores, 913 F. Supp. 2d 950 (E.D. Cal. 2012).
“3d 31 (2003), general partners are nevertheless jointly and severally liable for the obligations of the partnership, Cal. Corp. Code, § 16306, subd. (a), including liability for misconduct committed by the partnership against third parties.”
Pitts v. United States (In re Pitts), 515 B.R. 317 (C.D. Cal. 2014).
· cites it 3× “The IRS may bypass § 6672 by invoking state law — likely state partnership law such as California Corporations Code section 16306 — to establish the general partner’s liability for the general partnership’s § 3403 tax obligation.”
Victor Valley Transit Auth. v. Workers' Comp. Appeals Bd., 83 Cal. App. 4th 1078 (Cal. Ct. App. 2000).
“) Although joint venturers and partners are jointly and severally liable to third parties for the obligations of the joint venture or partnership (Corp. Code, § 16306), the partners are free to allocate responsibility among themselves as they see fit.”
Victor Valley Transit Auth. v. Wcab, 100 Cal. Rptr. 2d 235 (Cal. Ct. App. 2000).
“) Although joint venturers, and partners, are jointly and severally liable to third parties for the obligations of the joint venture or partnership (Corp.Code, § 16306), the partners are free to allocate responsibility among themselves as they see fit.”
Sharp v. Salyer (In re SK Foods, LP), 499 B.R. 809 (Bankr. E.D. Cal. 2013).
“Cal. Corp.Code § 16306(a). Accordingly, substantive consolidation will promote fairness because the Debtors’ creditors already are creditors of the Defendants as defined in 11 U.”
— Cal. Corporations Code § 16306(a) — 8 cases
Pitts v. United States (In re Pitts), 515 B.R. 317 (C.D. Cal. 2014).
“The IRS may bypass § 6672 by invoking state law — likely state partnership law such as California Corporations Code section 16306 — to establish the general partner’s liability for the general partnership’s § 3403 tax obligation.”
Pitts v. United States (In re Pitts), 497 B.R. 73 (Bankr. C.D. Cal. 2013).
“*78 Debtor argues that, because the IRS has sought to collect the taxes against her using Cal. Corp.Code § 16306, which creates liability in each general partner for the partnership’s debts, the IRS is bound by California’s statute of limitations and collection procedures.”
Sharp v. Salyer (In re SK Foods, LP), 499 B.R. 809 (Bankr. E.D. Cal. 2013).
“Cal. Corp.Code § 16306(a). Accordingly, substantive consolidation will promote fairness because the Debtors’ creditors already are creditors of the Defendants as defined in 11 U.”
Ehrenberg v. WSCR, Inc. (In Re Hoover WSCR Assocs. Ltd.), 268 B.R. 227 (Bankr. C.D. Cal. 2001).
“5 7 and Cal. Corp. Code § 16306 , 8 which are the provisions of *232 California law most heavily relied upon by the parties, all assist in the determination of whether WSCR is “personally liable” for the Koukladas Judgment.”
— Cal. Corporations Code § 16306(b) — 1 case
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