8205 - Liability of withdrawing partner.
§ 8205. Liability of withdrawing partner. (a) General rule.--Except as provided in subsection (b), if the business of a registered limited liability partnership is continued without liquidation of the partnership affairs following the dissolution of the partnership as a result of the withdrawal for any reason of a partner, the withdrawing partner shall not be individually liable directly or indirectly, whether by way of indemnification, contribution or otherwise, for the debts and obligations of either the dissolved partnership or any partnership continuing the business if a statement of withdrawal is filed as provided in this section. (b) Exceptions.--Subsection (a) shall not affect the liability of a partner: (1) Individually for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control. (2) For any debts or obligations of the partnership as to which the withdrawing partner has agreed in writing to be liable. (3) To the partnership for damages if the partnership agreement prohibits the withdrawal of the partner or the withdrawal otherwise violates the partnership agreement. (4) Under section 8334 (relating to partner accountable as fiduciary). (5) To the extent a debt or obligation of the partnership has been expressly undertaken by the partner in the partnership agreement or the certificate of limited partnership. (6) If the partnership subsequently dissolves within one year after the date of withdrawal of the partner and the business of the partnership is not continued following such subsequent dissolution. This paragraph shall not be applicable in the case of a withdrawal caused by: (i) the death of the partner; or (ii) the retirement of the partner pursuant to a retirement policy of the dissolved partnership that has been in effect prior to the retirement of the partner for the shorter of one year or the period that the partnership has been in existence. (7) For any obligation undertaken by a partner in writing to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner. (c) Statement of withdrawal.--A statement of withdrawal shall be executed by the withdrawing partner or his personal representative and shall set forth: (1) The name of the registered limited liability partnership. (2) The name of the withdrawing partner. (d) Filing and effectiveness.--The statement of withdrawal shall be filed in the Department of State and shall be effective upon filing. The withdrawing partner shall send a copy of the filed statement of withdrawal to the registered limited liability partnership. (e) Permissive filing.--Filing under this section is permissive, and failure to make a filing under this section by a partner entitled to do so shall not affect the right of that partner to the limitation on liability provided by section 8204 (relating to limitation on liability of partners). (f) Constructive notice.--Filing under this section shall constitute constructive notice that the partner has withdrawn from the partnership and is entitled to the protection from liability provided by this section. (g) Variation of section.--A written provision of the partnership agreement may restrict or condition the application of this section to some or all of the partners of the partnership. (h) Application of section.--A partner in a foreign registered limited liability partnership, regardless of whether or not it has registered to do business in this Commonwealth under section 8211 (relating to foreign registered limited liability partnerships), shall not be entitled to make a filing under this section with regard to that partnership. (i) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 relettered former subsec. (e) to subsec. (i) and added subsecs. (b)(7), (e), (f), (g) and (h).