Joint and Several Liability of Partners for Partnership Obligations
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General Partnerships
Joint and Several Liability of Partners for Partnership Obligations
October 26, 2026 · R|R Insights · CA Business Law Brief
The Rule
Under California’s Revised Uniform Partnership Act (RUPA), codified at Corporations Code § 16306, every partner in a general partnership is jointly and severally liable for all obligations of the partnership. This is not a proportional liability keyed to a partner’s ownership percentage or capital contribution — it is full, unlimited, personal exposure to every debt, tort judgment, and contractual obligation the partnership incurs. A creditor holding a valid claim against the partnership may pursue any individual partner for the entire amount, regardless of that partner’s relative stake in the firm.
The rule has two important temporal boundaries. First, a person admitted to an existing partnership as a new partner is not personally liable for partnership obligations incurred before their admission (Corp. Code § 16306(b)). The new partner’s exposure runs only from the date they join. Second, a partner who dissociates from the firm remains personally liable for obligations incurred during the period of their membership. Dissociation cuts off future liability, but it does not retroactively eliminate exposure for the years of partnership.
What This Means in Practice
California’s RUPA does not require a partnership creditor to exhaust partnership assets before pursuing an individual partner. A lender, judgment creditor, or tort claimant can name partners directly in litigation without first reducing a claim against the entity to judgment or showing that entity assets are insufficient. This stands in contrast to the pre-RUPA rule of joint liability for contract obligations, which imposed a more procedurally protective framework.
The liability exposure persists after a partner leaves the firm. Under Corp. Code § 16703, a dissociated partner remains liable for obligations incurred while a partner, and may also be bound by post-dissociation conduct of the partnership if the third party was unaware of the dissociation. Filing a statement of dissociation with the California Secretary of State limits this tail-end exposure by giving constructive notice of departure, but does not eliminate pre-dissociation liability.
In transactions, lenders and sophisticated counterparties routinely look through the partnership to the partners’ personal balance sheets precisely because of this rule. Joint venture structures using general partnerships — including those used in real estate co-investment — often create inadvertent exposure for parties who did not appreciate that a general partnership had formed by operation of law.
Practitioner Takeaway
This brief is for informational purposes only and does not constitute legal advice. For counsel on specific matters, consult qualified legal counsel. © 2026 Reden | Riddell LLP.