Legal Question in Business Law in California

Re: business law 002

The new partner-to-be generally has no liability prior to becoming a partner. Circumstances are imaginable where he or she would have liability, however, because liability as a partner is not strictly dependent upon actually having partner status. See, e.g., Corporations Code section 16308.

After joining, the question divides into two sub-questions: Liability for pre-existing debts and obligations, and liability for those arising subsequently. As to that, see Corporations Code sections 16306(a) and (b). All partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. However, 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.