Title PTR, Partnership

§ 121-1202. Adoption by previously formed limited partnerships. (a) A\nlimited partnership formed under the laws of this state prior to the\neffective date of this article may adopt and thereafter be governed by\nthis article by filing with the department of state a certificate …

§ 121-1300 Fees. Except as otherwise provided, the department of state\nshall collect the following fees and deposit such fees in the\ncorporations, state records and uniform commercial code account pursuant\nto this article:\n (a) For the reservation of a limited partnership na…

§ 121-1500. Registered limited liability partnership. (a)(I)\nNotwithstanding the education law or any other provision of law, (i) a\npartnership without limited partners each of whose partners is a\nprofessional authorized by law to render a professional service within\nthis st…

§ 121-1501. Name of registered limited liability partnership. The\nname of each registered limited liability partnership shall contain\nwithout abbreviation the words "Registered Limited Liability\nPartnership" or "Limited Liability Partnership" or the abbreviations\n"R.L.L.P.",…

§ 121-1502. New York registered foreign limited liability partnership.\n(a) In order for a foreign limited liability partnership to carry on or\nconduct or transact business or activities as a New York registered\nforeign limited liability partnership in this state, such foreign…

§ 121-1503. Transaction of business outside the state. (a) It is the\nintent of the legislature that the registration of a partnership without\nlimited partners as a registered limited liability partnership under\nthis article shall be recognized beyond the limits of this state …

§ 121-1504. Foreign related limited liability partnership. Any foreign\nrelated limited liability partnership that has filed a certificate of\nauthority under and satisfied all the requirements of section eight\nhundred two of the limited liability company law shall be deemed to…

§ 121-1505. Service of process. (a) * Service of process on the\nsecretary of state as agent of a registered limited liability\npartnership or New York registered foreign limited liability partnership\nunder this article shall be made in the manner provided by paragraph one\nor …

§ 121-1505-a. Electronic service of process. The secretary of state\nshall advise any partnership subject to the laws of this article in\nprominent written form as follows: (a) electronic service of process\nauthorized by the provisions of this chapter is an optional program at\…

§ 121-1506. Resignation for receipt of process. (a) A registered agent\nmay resign as such agent. A certificate entitled "Certificate of\nresignation of registered agent of ...... (name of limited liability\npartnership) under section 121-1506 of the Partnership Law" shall be\ns…

§ 121-1507. Definitions. For purposes of this article:\n (a) "Partnership interest" means: (i) a partner's share of the profits\nand losses of a registered limited liability partnership; and (ii) the\npartner's right to receive distributions of a registered limited\nliability pa…

§ 121-201. Certificate of limited partnership. (a) In order to form a\nlimited partnership the general partners shall execute a partnership\nagreement, and a certificate of limited partnership shall be executed in\naccordance with section 121-204 of this article. The certificate…

§ 121-202. Amendment of the certificate of limited partnership. (a) A\ncertificate of limited partnership is amended by filing with the\ndepartment of state a certificate of amendment thereto entitled\n"Certificate of amendment of the certificate of limited partnership\nof... (n…

§ 121-202-A. Certificate of change. (a) A certificate of limited\npartnership may be changed by filing with the department of state a\ncertificate of change entitled "Certificate of Change of ..... (name of\nlimited partnership) under Section 121-202-A of the Revised Limited\nPa…

§ 121-203. Cancellation of certificate. (a) Within ninety days\nfollowing the dissolution and the commencement of winding up of the\nlimited partnership, or at any other time there are no limited partners,\na certificate of cancellation shall be filed with the department of\nsta…

§ 121-204. Execution of certificates. (a) Each certificate required by\nthis article to be filed with the department of state shall be executed\nin the following manner:\n (1) an initial certificate of limited partnership must be signed by\nall general partners named therein;\n …

§ 121-205. Execution, amendment or cancellation by judicial act. (a)\nIf a person required by section 121-204 of this article to execute a\ncertificate fails or refuses to do so, any partner, and any permitted\nassignee of a partnership interest, who is adversely affected by the…

§ 121-206. Filing with the department of state. A signed certificate\nof limited partnership and any signed certificates of amendment or other\ncertificates filed pursuant to this article or of any judicial decree of\namendment or cancellation shall be delivered to the departmen…

§ 121-207. Liability for false statement in certificate. (a) If any\ncertificate of limited partnership, certificate of amendment, or other\ncertificate filed pursuant to this article contains a materially false\nstatement, one who suffers loss by reasonable reliance on the stat…

§ 121-208. Restated certificate of limited partnership. (a) A limited\npartnership may restate in a single certificate the text of its\ncertificate of limited partnership, without making any amendment\nthereby. Alternatively, a limited partnership may restate in a single\ncertif…

§ 121-301. Admission of limited partners. (a) A person becomes a\nlimited partner on the later of:\n (1) the effective date of the original certificate of limited\npartnership; or\n (2) the date as of which the person becomes a limited partner pursuant\nto the partnership agreem…

§ 121-302. Classes and voting by limited partners. (a) A partnership\nagreement may provide for classes or groups of limited partners having\nsuch relative rights and powers as the partnership agreement may\nprovide, and may make provision for the future creation in the manner\n…

§ 121-303. Liability to third parties. (a) Except as provided in\nsubdivision (d) of this section, a limited partner is not liable for the\ncontractual obligations and other liabilities of a limited partnership\nunless he is also a general partner or, in addition to the exercise…

§ 121-304. Person erroneously believing himself a limited partner. (a)\nExcept as provided in subdivision (b) of this section, a person who\nmakes a contribution to a limited partnership and erroneously but in\ngood faith believes that he has become a limited partner in the limi…

§ 121-401. Admission of additional general partners. After the\neffective date of the original certificate of limited partnership,\nadditional general partners may be admitted as provided in the\npartnership agreement, or if the partnership agreement does not provide\nfor the ad…

§ 121-402. Events of withdrawal of a general partner. A person ceases\nto be a general partner of a limited partnership upon the happening of\nany of the following events:\n (a) the general partner withdraws from the limited partnership as\nprovided in section 121-602 of this ar…

§ 121-403. General powers and liabilities. (a) Except as provided in\nthis article or in the partnership agreement, a general partner of a\nlimited partnership has the rights and powers and is subject to the\nrestrictions of a partner in a partnership without limited partners.\n…

§ 121-404. Contributions by a general partner. A general partner of a\nlimited partnership shall make contributions to the limited partnership\nand share in the profits and losses of, and in distributions from, the\nlimited partnership as a general partner. A person who is a gen…

§ 121-405. Classes and voting by general partners. (a) A partnership\nagreement may provide for classes or groups of general partners having\nsuch relative rights and powers as the partnership agreement may\nprovide, and may make provision for the future creation in the manner\n…

§ 121-501. Form of contribution. The contribution of a partner may be\nin cash, property, or services rendered, or a promissory note or other\nobligation to contribute cash or property or to render services.\n

§ 121-502. Liability for contributions. (a) Except as provided in the\npartnership agreement, a partner is obligated to perform any promise, to\ncontribute cash or property or to perform services which is otherwise\nenforceable in accordance with applicable law, even if he is un…

§ 121-503. Sharing of profits and losses. The profits and losses of a\nlimited partnership shall be allocated among the partners, and among the\nclasses of partners, in the manner provided in the partnership\nagreement. If the partnership agreement does not so provide, profits a…

§ 121-504. Sharing of distributions. Distributions of cash or other\nassets of a limited partnership shall be allocated among the partners,\nand among classes of partners, in the manner provided in the partnership\nagreement which may, among other things, establish record dates …

§ 121-601. Interim distributions. Except as provided in this article,\na partner is entitled to receive distributions from a limited\npartnership before his withdrawal from the limited partnership and\nbefore the dissolution and winding up thereof to the extent and at the\ntimes…

§ 121-602. Withdrawal of a general partner. A general partner may\nwithdraw from a limited partnership at any time by giving written notice\nto the other partners, but if the withdrawal violates the partnership\nagreement, the limited partnership may recover from the withdrawing…

§ 121-603. Withdrawal of a limited partner. (a) A limited partner may\nwithdraw from a limited partnership at the time or upon the happening of\nevents specified in the partnership agreement and in accordance with the\npartnership agreement. Notwithstanding anything to the contr…

§ 121-604. Right to distribution upon withdrawal. Except as provided\nin this article upon withdrawal any withdrawing partner is entitled to\nreceive any distribution to which he is entitled under the partnership\nagreement and, if not otherwise provided in the partnership agree…

§ 121-605. Distribution in kind. Except as provided in the partnership\nagreement, a partner, regardless of the nature of his contribution, has\nno right to demand and receive any distribution from a limited\npartnership in any form other than cash. Except as provided in the\npa…

§ 121-606. Right to distribution. Subject to sections 121-607 and\n121-804 of this article, at the time a partner becomes entitled to\nreceive a distribution, he has the status of, and is entitled to all\nremedies available to, a creditor of the limited partnership with\nrespect…

§ 121-607. Limitations on distribution. (a) A limited partnership\nshall not make a distribution to a partner to the extent that, at the\ntime of the distribution, after giving effect to the distribution, all\nliabilities of the limited partnership, other than liabilities to\npa…

§ 121-701. Nature of partnership interest. An interest in a limited\npartnership is personal property and a partner has no interest in\nspecific partnership property.\n

§ 121-702. Assignment of partnership interest. (a) Except as provided\nin the partnership agreement,\n (1) A partnership interest is assignable in whole or in part;\n (2) An assignment of a partnership interest does not dissolve a\nlimited partnership or entitle the assignee to …

§ 121-703. Rights of creditor. On application to a court of competent\njurisdiction by any judgment creditor of a partner, the court may charge\nthe partnership interest of the partner with payment of the unsatisfied\namount of the judgment with interest. To the extent so charge…

§ 121-704. Right of assignee to become limited partner. (a) An\nassignee of a partnership interest, including an assignee of a general\npartner, may become a limited partner if (i) the assignor gives the\nassignee that right in accordance with authority granted in the\npartnersh…

§ 121-705. Liability upon assignment. (a) The assignor of a\npartnership interest is not released from any liability under this\narticle or the partnership agreement, except liabilities which arise\nafter the effectiveness of the assignment and are pursuant to section\n121-207 o…

§ 121-706. Power of estate of deceased or incompetent partner.\nSubject to subdivision (f) of section 121-402 of this article, if a\npartner who is an individual dies or a court of competent jurisdiction\nadjudges him to be incompetent to manage his person or his property, the\n…

§ 121-801. Nonjudicial dissolution. A limited partnership is dissolved\nand its affairs shall be wound up upon the happening of the first to\noccur of the following:\n (a) at the time, if any, provided in the certificate of limited\npartnership;\n (b) at the time or upon the hap…

§ 121-802. Judicial dissolution. On application by or for a partner,\nthe supreme court in the judicial district in which the office of the\nlimited partnership is located may decree dissolution of a limited\npartnership whenever it is not reasonably practicable to carry on the\…

§ 121-803. Winding up. (a) In the event of a dissolution of a limited\npartnership, except for a dissolution pursuant to section 121-802 of\nthis article, unless otherwise provided in the partnership agreement,\nthe general partners who have not wrongfully dissolved a limited\np…

§ 121-804. Distribution of assets. Upon the winding up of a limited\npartnership, the assets shall be distributed as follows:\n (a) to creditors, including partners who are creditors, to the extent\npermitted by law, in satisfaction of liabilities of the limited\npartnership, wh…