A partnership is liable for a partner's tortious acts, including fraud, committed in the ordinary course of the partnership business or with partnership authority, whether actual or apparent. When the partner enjoys immunity from liability for such acts, the partnership is not entitled to assert that immunity.
Unlike a shareholder with respect to a corporate obligation, a partner is generally personally liable for a partnership obligation. For a partnership's obligations that arise from a partner's tortious conduct, each partner is jointly and severally liable. Consequently, a tort victim may sue one or more partners and secure a judgment for the full amount of her damages, subject to the defendants' rights of indemnification and contribution with respect to the partnership and the other partners. If the victim is unable to collect the full amount of her damages, she may bring another lawsuit against partners who were not defendants in the first lawsuit in order to gain complete satisfaction with regard to her claim. For all other partnership obligations (e.g. contractual obligations), each partner is jointly liable. Consequently, the plaintiff-obligee may sue one or more partners and secure a judgment for the full amount of her damages, but cannot subsequently sue other partners if she is unable to fully collect on that judgment. In some states, a plaintiff must first satisfy any judgment from partnership assets before proceeding to enforce the judgment against a partner';s personal assets.
To form a limited partnership, a certificate of limited partnership must be filed with the state. The limited partnership comes into existence upon the filing of the certificate unless the certificate specifies a later date.
The certificate must contain only the name of the limited partnership, its in-state address, the name and address of its in-state AGENT for service of process, the name and business address of each general partner, and a statement about the duration of the limited partnership. The name of the limited partnership must contain, without abbreviation, the words "limited partnership." All of the general partners must sign the certificate.
A certificate need only SUBSTANTIALLY with statutory requirements in order to have effect as to third parties.
If a certificate of limited partnership is not filed, the limited partnership is not formed. If a person makes a contribution to a purported limited partnership and erroneously believes in good faith that he has become a limited partner, he is liable to a third party who transacts business with the purported limited partnership, believing in good faith that that the person was a general partner at the time of the transaction. A similar result occurs when a person is mistakenly listed as a general partner in the certificate.