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In which of these situations is a partner of a limited liability partnership personally liable under section 28 of the Limited Liability Partnership Act, 2008?

Question and options

In which of these situations is a partner of a limited liability partnership personally liable under section 28 of the Limited Liability Partnership Act, 2008?

  1. For a contract the LLP made through its designated partner in the ordinary course

  2. For another partner's wrongful act in the LLP's business, in which he took no part

  3. For his own wrongful act committed while carrying on the LLP's business

  4. For an LLP debt that remains unpaid after the LLP's assets are exhausted

Answer and explanation

Correct answer: C - For his own wrongful act committed while carrying on the LLP's business

Section 28(1) of the Limited Liability Partnership Act, 2008 provides that a partner is not personally liable for the LLP's obligations merely because he is a partner, so neither the LLP's contracts nor its unpaid debts fall on him. Section 28(2) preserves his personal liability for his own wrongful act or omission, while stating that he is not liable for the wrongful act or omission of another partner. The unpaid-debt situation tempts those who carry over the unlimited liability of partners in an ordinary firm.

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