Virginia Code

Va. Code Ann. § 50-73.96 (2026)

Partner's liability

✓ current as of May 2026

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A. Except as otherwise provided in subsection B or subsection 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. A person is not, solely by reason of being a partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the partnership, whether sounding in tort, contract or otherwise, that are incurred, created or assumed by the partnership while the partnership is a registered limited liability partnership.

D. A person is not, solely by reason of being a partner, a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages, collect the debts or liabilities or enforce the obligations of the partnership with respect to which the partner is not liable under subsection C.

1996, c. 292.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2009–2025 · leading case: Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011).

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Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011). “A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account that is attributable to an obligation for which the partner is liable under § 50-73.96. Historically, an accounting was a term of art describing a…”

RCI Contractors & Engineers, Inc. v. Joe Rainero Tile Co., 666 F. Supp. 2d 621 (W.D. Va. 2009). · cites it 2× “91(1) (2009), but there is no authority that the partnership is the corresponding agent of the partner.”

Phyllis Adele Johnson (Bankr. W.D. Va. 2020). “partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; however, no person shall be required as a consequence of the indemnification…”

Nutrien AG Solutions, Inc. formerly know as Crop P v. Benny F. Hall, Sr. Individually & Doing Bus. (Bankr. M.D. Fla. 2025). “Va. Code Ann. § 50-73.96 (West) (emphasis added).”

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