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N.Y. Partnership Law § 121-901 Law governing
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§ 121-901. Law governing. Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.
N.Y. Partnership Law § 121-902 Application for authority, contents
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§ 121-902. Application for authority, contents. (a) Before doing business in this state, a foreign limited partnership shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is iss…
N.Y. Partnership Law § 121-903 Certificate of amendment
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§ 121-903. Certificate of amendment. (a) A foreign limited partnership may amend its application for authority from time to time if the amendments contain only such provisions as might be lawfully contained in an application for authority at the time of making such amendment. To…
N.Y. Partnership Law § 121-903-A Certificate of change
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§ 121-903-A. Certificate of change. (a) A foreign limited partnership may change its application for authority by filing with the department of state a certificate of change entitled "Certificate of Change of ........ (name of limited partnership) under Section 121-903-A of the …
N.Y. Partnership Law § 121-904 Application for authority; effect
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§ 121-904. Application for authority; effect. (a) Upon filing by the department of state of the application for authority the foreign limited partnership shall be authorized to do business in this state. Such authority shall continue so long as it retains its authority to do bus…
N.Y. Partnership Law § 121-905 Surrender of certificate of authority
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§ 121-905. Surrender of certificate of authority. (a) A foreign limited partnership may surrender its certificate of authority by filing with the department of state a certificate entitled, "Certificate of surrender of authority of.... (name of limited partnership)" signed by a …
N.Y. Partnership Law § 121-906 Termination of existence
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§ 121-906. Termination of existence. When a foreign limited partnership which has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or cancelled in the jurisdiction of its organization or when such fore…
N.Y. Partnership Law § 121-907 Doing business without certificate of authority
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§ 121-907. Doing business without certificate of authority. (a) A foreign limited partnership doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this…
N.Y. Partnership Law § 121-908 Violations
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§ 121-908. Violations. The attorney general shall, upon his own motion or upon the motion of proper parties, bring an action to restrain a foreign limited partnership without a certificate of authority from doing any business in this state in violation of this article, or from d…
N.Y. Partnership Law § 125 Laws repealed
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§ 125. Laws repealed. Chapter forty-four of the laws of nineteen hundred and nine and all other acts or parts of acts inconsistent with this chapter are hereby repealed.
N.Y. Partnership Law § 126 When to take effect
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§ 126. When to take effect. This chapter shall take effect October first, nineteen hundred and nineteen.
N.Y. Partnership Law § 2 General definitions
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§ 2. General definitions. As used in this chapter "court" includes every court and judge having jurisdiction in the case; "Business" includes every trade, occupation, or profession; "Person" includes individuals, partnerships, corporations, and other associations; "Bankrupt" inc…
N.Y. Partnership Law § 20 Partner agent of partnership as to partnership business
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§ 20. Partner agent of partnership as to partnership business. 1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usua…
N.Y. Partnership Law § 21 Conveyance of real property of the partnership
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§ 21. Conveyance of real property of the partnership. 1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's ac…
N.Y. Partnership Law § 22 Partnership bound by admission of partner
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§ 22. Partnership bound by admission of partner. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
N.Y. Partnership Law § 23 Partnership charged with knowledge of or notice to partner
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§ 23. Partnership charged with knowledge of or notice to partner. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any…
N.Y. Partnership Law § 24 Partnership bound by partner's wrongful act
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§ 24. Partnership bound by partner's wrongful act. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the …
N.Y. Partnership Law § 25 Partnership bound by partner's breach of trust
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§ 25. Partnership bound by partner's breach of trust. The partnership is bound to make good the loss: 1. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and 2. Where the partnership in the course…
N.Y. Partnership Law § 26 Nature of partner's liability
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§ 26. Nature of partner's liability. (a) Except as provided in subdivision (b) of this section, all partners are liable: 1. Jointly and severally for everything chargeable to the partnership under sections twenty-four and twenty-five. 2. Jointly for all other debts and obligatio…
N.Y. Partnership Law § 27 Partner by estoppel
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§ 27. Partner by estoppel. 1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person…
N.Y. Partnership Law § 28 Liability of incoming partner
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§ 28. Liability of incoming partner. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that his liability shall…
N.Y. Partnership Law § 3 Interpretation of knowledge and notice
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§ 3. Interpretation of knowledge and notice. 1. A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. 2. A person has "notic…
N.Y. Partnership Law § 4 Rules of construction
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§ 4. Rules of construction. 1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. 2. The law of estoppel shall apply under this chapter. 3. The law of agency shall apply under this chapter. 4. This chapt…
N.Y. Partnership Law § 40 Rules determining rights and duties of partners
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§ 40. Rules determining rights and duties of partners. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: 1. Each partner shall be repaid his contributions, whether by way of ca…
N.Y. Partnership Law § 41 Partnership books
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§ 41. Partnership books. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
N.Y. Partnership Law § 42 Duty of partners to render information
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§ 42. Duty of partners to render information. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
N.Y. Partnership Law § 43 Partner accountable as a fiduciary
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§ 43. Partner accountable as a fiduciary. 1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation …
N.Y. Partnership Law § 44 Right to an account
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§ 44. Right to an account. Any partner shall have the right to a formal account as to partnership affairs: 1. If he is wrongfully excluded from the partnership business or possession of its property by his copartners, 2. If the right exists under the terms of any agreement, 3. A…
N.Y. Partnership Law § 45 Continuation of partnership beyond fixed term
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§ 45. Continuation of partnership beyond fixed term. 1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as…
N.Y. Partnership Law § 5 Rules for cases not provided for in this chapter
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§ 5. Rules for cases not provided for in this chapter. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
N.Y. Partnership Law § 50 Extent of property rights of a partner
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§ 50. Extent of property rights of a partner. The property rights of a partner are (a) his rights in specific partnership property, (b) his interest in the partnership, and (c) his right to participate in the management.
N.Y. Partnership Law § 51 Nature of a partner's right in specific partnership property
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§ 51. Nature of a partner's right in specific partnership property. 1. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. 2. The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this ch…
N.Y. Partnership Law § 52 Nature of partner's interest in the partnership
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§ 52. Nature of partner's interest in the partnership. A partner's interest in the partnership is his share of the profits and surplus and the same is personal property.
N.Y. Partnership Law § 53 Assignment of partner's interest
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§ 53. Assignment of partner's interest. 1. A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, t…
N.Y. Partnership Law § 54 Partner's interest subject to charging order
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§ 54. Partner's interest subject to charging order. 1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the uns…
N.Y. Partnership Law § 60 Dissolution defined
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§ 60. Dissolution defined. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
N.Y. Partnership Law § 61 Partnership not terminated by dissolution
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§ 61. Partnership not terminated by dissolution. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
N.Y. Partnership Law § 62 Causes of dissolution
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§ 62. Causes of dissolution. Dissolution is caused: 1. Without violation of the agreement between the partners, (a) By the termination of the definite term or particular undertaking specified in the agreement, (b) By the express will of any partner when no definite term or parti…
N.Y. Partnership Law § 63 Dissolution by decree of court
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§ 63. Dissolution by decree of court. The court shall decree a dissolution. 1. On application by or for a partner whenever: (a) A partner has been declared incompetent in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapable …
N.Y. Partnership Law § 64 General effect of dissolution on authority of partner
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§ 64. General effect of dissolution on authority of partner. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, 1. With respect …
N.Y. Partnership Law § 65 Right of partner to contribution from copartners after dissolution
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§ 65. Right of partner to contribution from copartners after dissolution. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if…
N.Y. Partnership Law § 66 Power of partner to bind partnership to third persons after dissolution
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§ 66. Power of partner to bind partnership to third persons after dissolution. (1) After dissolution a partner can bind the partnership except as provided in subdivision three (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at …
N.Y. Partnership Law § 67 Effect of dissolution on partner's existing liability
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§ 67. Effect of dissolution on partner's existing liability. 1. The dissolution of the partnership does not of itself discharge the existing liability of any partner. 2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to th…
N.Y. Partnership Law § 68 Right to wind up
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§ 68. Right to wind up. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his lega…
N.Y. Partnership Law § 69 Rights of partners to application of partnership property 1
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§ 69. Rights of partners to application of partnership property 1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the part…
N.Y. Partnership Law § 70 Rights where partnership is dissolved for fraud, or misrepresentation
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§ 70. Rights where partnership is dissolved for fraud, or misrepresentation. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,…
N.Y. Partnership Law § 71 Rules for distribution
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§ 71. Rules for distribution. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are: I. The partnership property, II. The contributions of the partners s…
N.Y. Partnership Law § 71-A Payment of wages by receivers
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§ 71-a. Payment of wages by receivers. Upon the appointment of a receiver of a partnership the wages of the employees of such partnership shall be preferred to every other debt or claim.
N.Y. Partnership Law § 72 Liability of persons continuing the business in certain cases
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§ 72. Liability of persons continuing the business in certain cases. 1. When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or mor…
N.Y. Partnership Law § 73 Rights of retiring or estate of deceased partner when the business is continued
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§ 73. Rights of retiring or estate of deceased partner when the business is continued. When any partner retires or dies, and the business is continued under any of the conditions set forth in section seventy-two, subdivisions one, two, three, five and six, or section sixty-nine,…