Title PTR, Partnership

§ 121-901. Law governing. Subject to the constitution of this state,\nthe laws of the jurisdiction under which a foreign limited partnership\nis organized govern its organization and internal affairs and the\nliability of its limited partners.\n

§ 121-902. Application for authority, contents. (a) Before doing\nbusiness in this state, a foreign limited partnership shall apply for\nauthority to do business in this state by submitting to the department\nof state (i) a certificate of existence or, if no such certificate is\…

§ 121-903. Certificate of amendment. (a) A foreign limited\npartnership may amend its application for authority from time to time if\nthe amendments contain only such provisions as might be lawfully\ncontained in an application for authority at the time of making such\namendment…

§ 121-903-A. Certificate of change. (a) A foreign limited partnership\nmay change its application for authority by filing with the department\nof state a certificate of change entitled "Certificate of Change\nof ........ (name of limited partnership) under Section 121-903-A of t…

§ 121-904. Application for authority; effect. (a) Upon filing by the\ndepartment of state of the application for authority the foreign limited\npartnership shall be authorized to do business in this state. Such\nauthority shall continue so long as it retains its authority to do\…

§ 121-905. Surrender of certificate of authority. (a) A foreign\nlimited partnership may surrender its certificate of authority by filing\nwith the department of state a certificate entitled, "Certificate of\nsurrender of authority of.... (name of limited partnership)" signed by…

§ 121-906. Termination of existence. When a foreign limited\npartnership which has received a certificate of authority is dissolved\nor its authority to conduct its business or existence is otherwise\nterminated or cancelled in the jurisdiction of its organization or when\nsuch …

§ 121-907. Doing business without certificate of authority. (a) A\nforeign limited partnership doing business in this state without having\nreceived a certificate of authority to do business in this state may not\nmaintain any action, suit or special proceeding in any court of t…

§ 121-908. Violations. The attorney general shall, upon his own motion\nor upon the motion of proper parties, bring an action to restrain a\nforeign limited partnership without a certificate of authority from\ndoing any business in this state in violation of this article, or fro…

§ 125. Laws repealed. Chapter forty-four of the laws of nineteen\nhundred and nine and all other acts or parts of acts inconsistent with\nthis chapter are hereby repealed.\n

§ 126. When to take effect. This chapter shall take effect October\nfirst, nineteen hundred and nineteen.\n

§ 2. General definitions. As used in this chapter "court" includes\nevery court and judge having jurisdiction in the case;\n "Business" includes every trade, occupation, or profession;\n "Person" includes individuals, partnerships, corporations, and other\nassociations;\n "Bankr…

§ 20. Partner agent of partnership as to partnership business. 1.\nEvery partner is an agent of the partnership for the purpose of its\nbusiness, and the act of every partner, including the execution in the\npartnership name of any instrument, for apparently carrying on in the\n…

§ 21. Conveyance of real property of the partnership. 1. Where title\nto real property is in the partnership name, any partner may convey\ntitle to such property by a conveyance executed in the partnership name;\nbut the partnership may recover such property unless the partner's…

§ 22. Partnership bound by admission of partner. An admission or\nrepresentation made by any partner concerning partnership affairs within\nthe scope of his authority as conferred by this chapter is evidence\nagainst the partnership.\n

§ 23. Partnership charged with knowledge of or notice to partner.\nNotice to any partner of any matter relating to partnership affairs, and\nthe knowledge of the partner acting in the particular matter, acquired\nwhile a partner or then present to his mind, and the knowledge of …

§ 24. Partnership bound by partner's wrongful act. Where, by any\nwrongful act or omission of any partner acting in the ordinary course of\nthe business of the partnership, or with the authority of his\ncopartners, loss or injury is caused to any person, not being a partner\nin …

§ 25. Partnership bound by partner's breach of trust. The partnership\nis bound to make good the loss:\n 1. Where one partner acting within the scope of his apparent authority\nreceives money or property of a third person and misapplies it; and\n 2. Where the partnership in the …

§ 26. Nature of partner's liability. (a) Except as provided in\nsubdivision (b) of this section, all partners are liable:\n 1. Jointly and severally for everything chargeable to the partnership\nunder sections twenty-four and twenty-five.\n 2. Jointly for all other debts and obl…

§ 27. Partner by estoppel. 1. When a person, by words spoken or\nwritten or by conduct, represents himself, or consents to another\nrepresenting him to any one, as a partner in an existing partnership or\nwith one or more persons not actual partners, he is liable to any such\npe…

§ 28. Liability of incoming partner. A person admitted as a partner\ninto an existing partnership is liable for all the obligations of the\npartnership arising before his admission as though he had been a partner\nwhen such obligations were incurred, except that his liability sh…

§ 3. Interpretation of knowledge and notice. 1. A person has\n"knowledge" of a fact within the meaning of this chapter not only when\nhe has actual knowledge thereof, but also when he has knowledge of such\nother facts as in the circumstances shows bad faith.\n 2. A person has "…

§ 4. Rules of construction. 1. The rule that statutes in derogation of\nthe common law are to be strictly construed shall have no application to\nthis chapter.\n 2. The law of estoppel shall apply under this chapter.\n 3. The law of agency shall apply under this chapter.\n 4. Th…

§ 40. Rules determining rights and duties of partners. The rights and\nduties of the partners in relation to the partnership shall be\ndetermined, subject to any agreement between them, by the following\nrules:\n 1. Each partner shall be repaid his contributions, whether by way …

§ 41. Partnership books. The partnership books shall be kept, subject\nto any agreement between the partners, at the principal place of\nbusiness of the partnership, and every partner shall at all times have\naccess to and may inspect and copy any of them.\n

§ 42. Duty of partners to render information. Partners shall render\non demand true and full information of all things affecting the\npartnership to any partner or the legal representative of any deceased\npartner or partner under legal disability.\n

§ 43. Partner accountable as a fiduciary. 1. Every partner must\naccount to the partnership for any benefit, and hold as trustee for it\nany profits derived by him without the consent of the other partners\nfrom any transaction connected with the formation, conduct, or\nliquidat…

§ 44. Right to an account. Any partner shall have the right to a\nformal account as to partnership affairs:\n 1. If he is wrongfully excluded from the partnership business or\npossession of its property by his copartners,\n 2. If the right exists under the terms of any agreement…

§ 45. Continuation of partnership beyond fixed term. 1. When a\npartnership for a fixed term or particular undertaking is continued\nafter the termination of such term or particular undertaking without any\nexpress agreement, the rights and duties of the partners remain the same…

§ 5. Rules for cases not provided for in this chapter. In any case not\nprovided for in this chapter the rules of law and equity, including the\nlaw merchant, shall govern.\n

§ 50. Extent of property rights of a partner. The property rights of\na partner are (a) his rights in specific partnership property, (b) his\ninterest in the partnership, and (c) his right to participate in the\nmanagement.\n

§ 51. Nature of a partner's right in specific partnership property.\n1. A partner is co-owner with his partners of specific partnership\nproperty holding as a tenant in partnership.\n 2. The incidents of this tenancy are such that:\n (a) A partner, subject to the provisions of t…

§ 52. Nature of partner's interest in the partnership. A partner's\ninterest in the partnership is his share of the profits and surplus and\nthe same is personal property.\n

§ 53. Assignment of partner's interest. 1. A conveyance by a partner\nof his interest in the partnership does not of itself dissolve the\npartnership, nor, as against the other partners in the absence of\nagreement, entitle the assignee, during the continuance of the\npartnershi…

§ 54. Partner's interest subject to charging order. 1. On due\napplication to a competent court by any judgment creditor of a partner,\nthe court which entered the judgment, order, or decree, or any other\ncourt, may charge the interest of the debtor partner with payment of the\…

§ 60. Dissolution defined. The dissolution of a partnership is the\nchange in the relation of the partners caused by any partner ceasing to\nbe associated in the carrying on as distinguished from the winding up of\nthe business.\n

§ 61. Partnership not terminated by dissolution. On dissolution the\npartnership is not terminated, but continues until the winding up of\npartnership affairs is completed.\n

§ 62. Causes of dissolution. Dissolution is caused:\n 1. Without violation of the agreement between the partners,\n (a) By the termination of the definite term or particular undertaking\nspecified in the agreement,\n (b) By the express will of any partner when no definite term o…

§ 63. Dissolution by decree of court. The court shall decree a\ndissolution.\n 1. On application by or for a partner whenever:\n (a) A partner has been declared incompetent in any judicial proceeding\nor is shown to be of unsound mind,\n (b) A partner becomes in any other way in…

§ 64. General effect of dissolution on authority of partner. Except\nso far as may be necessary to wind up partnership affairs or to complete\ntransactions begun but not then finished, dissolution terminates all\nauthority of any partner to act for the partnership,\n 1. With res…

§ 65. Right of partner to contribution from copartners after\ndissolution. Where the dissolution is caused by the act, death or\nbankruptcy of a partner, each partner is liable to his copartners for\nhis share of any liability created by any partner acting for the\npartnership a…

§ 66. Power of partner to bind partnership to third persons after\ndissolution. (1) After dissolution a partner can bind the partnership\nexcept as provided in subdivision three\n (a) By any act appropriate for winding up partnership affairs or\ncompleting transactions unfinishe…

§ 67. Effect of dissolution on partner's existing liability. 1. The\ndissolution of the partnership does not of itself discharge the existing\nliability of any partner.\n 2. A partner is discharged from any existing liability upon\ndissolution of the partnership by an agreement …

§ 68. Right to wind up. Unless otherwise agreed the partners who have\nnot wrongfully dissolved the partnership or the legal representative of\nthe last surviving partner, not bankrupt, has the right to wind up the\npartnership affairs; provided, however, that any partner, his l…

§ 69. Rights of partners to application of partnership property 1.\nWhen dissolution is caused in any way, except in contravention of the\npartnership agreement, each partner, as against his copartners and all\npersons claiming through them in respect of their interests in the\n…

§ 70. Rights where partnership is dissolved for fraud, or\nmisrepresentation. Where a partnership contract is rescinded on the\nground of the fraud or misrepresentation of one of the parties thereto,\nthe party entitled to rescind is, without prejudice to any other right,\nentit…

§ 71. Rules for distribution. In settling accounts between the\npartners after dissolution, the following rules shall be observed,\nsubject to any agreement to the contrary:\n (a) The assets of the partnership are:\n I. The partnership property,\n II. The contributions of the pa…

§ 71-a. Payment of wages by receivers. Upon the appointment of a\nreceiver of a partnership the wages of the employees of such partnership\nshall be preferred to every other debt or claim.\n

§ 72. Liability of persons continuing the business in certain cases.\n1. When any new partner is admitted into an existing partnership, or\nwhen any partner retires and assigns (or the representative of the\ndeceased partner assigns) his rights in partnership property to two or\…

§ 73. Rights of retiring or estate of deceased partner when the\nbusiness is continued. When any partner retires or dies, and the\nbusiness is continued under any of the conditions set forth in section\nseventy-two, subdivisions one, two, three, five and six, or section\nsixty-n…