A BILL TO BE ENTITLED
AN ACT to extend liability limitations to all partnerships.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 59‑45 reads as rewritten:
"§ 59‑45.  Nature of partner's liability in partnerships.
(a)	Except as provided by subsections (a1) and (b) of this section, all partners are jointly and severally liable for the acts and obligations of the partnership.
(a1)	Except as provided in subsection (b) of this section, a partner is not individually liable for debts and obligations of the partnership incurred solely by reason of being a partner and does not become liable by participating, in whatever capacity, in the management or control of the business of the partnership.
(b)	Nothing in this Chapter shall be interpreted to abolish, modify, restrict, limit, or alter the law in this State applicable to the professional relationship and liabilities between the individual furnishing the professional services and the person receiving the professional services, the standards of professional conduct applicable to the rendering of the services, or any responsibilities, obligations, or sanctions imposed under applicable licensing statutes. A partner is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for the debts, obligations, and liabilities of, or chargeable to, the partnership that arise from errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another partner or by an employee, agent, or other representative of the partnership; provided, however, nothing in this Chapter shall affect the liability of a partner for his or her own errors, omissions, negligence, malpractice, incompetence, or malfeasance committed in the rendering of professional services.
(c)	Repealed by Session Laws 1999‑362, s. 5.
(d)	A partner is not a proper party to proceedings by or against the partnership, except where the object of the proceeding is to enforce a partner's right against or liability to the partnership.
(e)	The liability of partners of a partnership formed and existing under this Chapter shall at all times be determined solely and exclusively by this Chapter and the laws of this State.
(f)	If a conflict arises between the laws of this State and the laws of any other jurisdiction with regard to the liability of a partner of any partnership formed and existing under this Chapter for the debts, obligations, and liabilities of the partnership, this Chapter and the laws of this State shall govern in determining the liability.
(g)	This section applies to all partnerships formed and existing under this Chapter, including registered limited liability partnerships."
SECTION 2.  This act becomes effective October 1, 2007, and applies to causes of action arising on or after that date.