New York Consolidated Laws

N.Y. Partnership Law § 26 (2026)

Nature of partner's liability

✓ current as of May 2026

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§ 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.

Notes of Decisions

Cited in 72 cases (7 in the last 5 years), 1973–2025 · leading case: Ederer v. Gursky, 881 N.E.2d 204 (NY 2007).

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Ederer v. Gursky, 881 N.E.2d 204 (NY 2007). · cites it 14× “This appeal calls upon us to explore the nature and scope of Partnership Law § 26 (b). 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…”

Lewis v. Rosenfeld, 138 F. Supp. 2d 466 (S.D.N.Y. 2001). · cites it 3× “See N.Y. Partnership Law § 26 (a) (McKinney 2001); Baker v.”

Gould v. Decolator, 121 A.D.3d 845 (N.Y. App. Div. 2014). “The Supreme Court erred in denying that branch of the defendants’ motion which was to dismiss the fourth cause of action insofar as asserted against the defendant partners in their individual capacities (see Partnership Law § 26 [b]). The plaintiffs’ remaining contentions are…”

In re Madoff, 542 B.R. 100 (Bankr. S.D.N.Y. 2015). “2d 204, 209 (2007) (“Partnership Law § 26 ... [has] always been understood to mean what they plainly say: general partners are jointly and severally liable to nonpartner creditors for all wrongful acts and breaches of trust committed by their partners in carrying out the…”

Cross Media Mktg. Corp. v. CAB Mktg., Inc. (In Re Cross Media Mktg. Corp.), 367 B.R. 435 (Bankr. S.D.N.Y. 2007). “PartneRship Law § 24 (McKinney 2006); N.Y. Partnership Law § 26 (a) (McKinney 2006) (partners are held jointly and severally liable for acts chargeable to the partnership under § 24).”

Kleinser v. Astarita, 61 A.D.3d 597 (N.Y. App. Div. 2009). “” The motion court characterized the claim against the proposed four new defendants as “colorable,” citing Partnership Law § 26, and granted plaintiff leave to add them.”

People v. Zinke, 555 N.E.2d 263 (NY 1990). “ional distinctions can be drawn between corporations and limited partnerships: unlike corporations, limited partnerships (like all partnerships) have informal agreements among the partners as their basic documents of governance; and the general partner in even a limited…”

Griffith Energy, Inc. v. Evans, 85 A.D.3d 1564 (N.Y. App. Div. 2011). “Partnerships are governed by the law of agency (see Partnership Law § 4 [3]) and, pursuant to Partnership Law § 26 (a) (2), “all partners are liable .”

Sec. & Exch. Comm'n v. Aragon Capital Mgmt., LLC, 672 F. Supp. 2d 421 (S.D.N.Y. 2009). “§ 42 :1A-I8(c); N.Y. Partnership Law § 26 (2)(b); Alan R.”

Sanders v. Guida, 2023 NY Slip Op 00455 (N.Y. App. Div. 2023). “Partnership Law § 26[c][i]). Further, while "[a] physician can be held vicariously liable for another physician's active negligence if the physician had 'some control of' the actively negligent physician's 'course of treatment' of a patient" ( Ross v Mandeville , 45 AD3d 755,…”

Hagans v. Dell, 2023 NY Slip Op 00846 (N.Y. App. Div. 2023). · cites it 4× “Under the circumstances, there is a triable issue of fact as to whether Dell was involved in handling the plaintiff's personal injury action and, as such, was involved in the underlying allegedly wrongful act ( see Partnership Law § 26[c]; Swift Funding, LLC v Isacc , 144 AD3d…”

Beltrone v. Gen. Schuyler & Co., 223 A.D.2d 938 (N.Y. App. Div. 1996). · cites it 2× “Norwood is liable for debts incurred by the General Schuyler partnership (see, Partnership Law § 26), including the debt to Norstar Bank which plaintiff paid pursuant to the guarantee agreement, and that DeGrafF is liable for K.”

Show all 72 citing cases →

— N.Y. Partnership Law § 26(a) — 1 case

Dawes v. J. Muller & Co., 2019 NY Slip Op 7335 (N.Y. App. Div. 2019).

— N.Y. Partnership Law § 26(a)(2) — 2 cases

Pierson v. Willets Point Contracting Corp., 899 F. Supp. 1033 (E.D.N.Y 1995).

L.K. Comstock & Co. v. Perini Corp., 903 F. Supp. 609 (S.D.N.Y. 1995).

— N.Y. Partnership Law § 26(b) — 4 cases

Hagans v. Dell, 2023 NY Slip Op 00846 (N.Y. App. Div. 2023). “Under the circumstances, there is a triable issue of fact as to whether Dell was involved in handling the plaintiff's personal injury action and, as such, was involved in the underlying allegedly wrongful act ( see Partnership Law § 26[c]; Swift Funding, LLC v Isacc , 144 AD3d…”

1301 Props. Owner LP v. Abelson (N.Y. Sup. Ct. 2016).

Sanders v. Hoffman, 2024 NY Slip Op 31128(U) (N.Y. Sup. Ct., New York Cty. 2024).

— N.Y. Partnership Law § 26(c) — 2 cases

Sanders v. Hoffman, 2024 NY Slip Op 31128(U) (N.Y. Sup. Ct., New York Cty. 2024).

— N.Y. Partnership Law § 26(c)(i) — 1 case

Sanders v. Hoffman, 2024 NY Slip Op 31128(U) (N.Y. Sup. Ct., New York Cty. 2024).

— N.Y. Partnership Law § 26(d) — 2 cases

1301 Props. Owner LP v. Abelson (N.Y. Sup. Ct. 2016).

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