178.0306 Partner's liability.

(1) Except as otherwise provided in subs. (2) to (3m), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.

(2) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.

(3)

(a) Except as provided in sub. (3m), a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a partner.

(b) This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under s. 178.0901 (2).

(c) This subsection applies regardless of the dissolution of the limited liability partnership.

(3m)

(a) To the extent a partnership has or is deemed to have elected under par. (b) to have this par. (a) apply, sub. (3) does not affect the liability of a partner in a limited liability partnership for any of the following that occurs while the partnership is subject to this subsection:

1. The partner's own omissions, negligence, wrongful acts, misconduct, or malpractice.

2. The omissions, negligence, wrongful acts, misconduct, or malpractice of any person acting under the partner's actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct, or malpractice occurred.

(b)

1. Except as provided in subd. 3., a limited liability partnership that became a limited liability partnership before January 1, 2018, is deemed to have elected to have par. (a) apply.

2. Except as provided in subd. 3, a limited liability partnership that became a limited liability partnership on or after January 1, 2018, is deemed to not have elected to have par. (a) apply.

3. A limited liability partnership may change its election under this paragraph by filing an amended statement of qualification to that effect. This amendment may be made at any time, but shall be effective prospectively only.

(4) The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.

(5) The cancellation or administrative revocation of a limited liability partnership's statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.

History: 2015 a. 295.