45-22-08.1. Partner liability

45-22-08.1. Partner liability

1. An obligation of a partnership incurred while the partnership is a domestic limited

liability partnership, whether arising in contract, tort, or otherwise, is solely the

obligation of the domestic limited liability partnership.

2. A partner is not personally liable, directly or indirectly, including by way of

indemnification, contribution, or otherwise under section 45-19-03, 45-20-06, 45-20-07,

45-21-03, or 45-21-06 or any other basis of law, for an obligation under this section

solely by reason of being a partner or acting as a partner.

3. This section applies notwithstanding any inconsistent provision in the partnership

agreement.

4. This section does not limit or impair the right of a domestic limited liability partnership

or the domestic limited liability partnership's partners to make claims against any

particular partner on the grounds that the particular partner has, in the partner's

capacity as a partner, breached a duty to a domestic limited liability partnership.