Title PTR, Partnership

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

§ 121-1300 Fees. Except as otherwise provided, the department of state shall collect the following fees and deposit such fees in the corporations, state records and uniform commercial code account pursuant to this article: (a) For the reservation of a limited partnership name pu…

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

§ 121-1501. Name of registered limited liability partnership. The name of each registered limited liability partnership shall contain without abbreviation the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviations "R.L.L.P.", "RL…

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

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

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

§ 121-1505. Service of process. (a) * Service of process on the secretary of state as agent of a registered limited liability partnership or New York registered foreign limited liability partnership under this article shall be made in the manner provided by paragraph one or two …

§ 121-1505-a. Electronic service of process. The secretary of state shall advise any partnership subject to the laws of this article in prominent written form as follows: (a) electronic service of process authorized by the provisions of this chapter is an optional program at no …

§ 121-1506. Resignation for receipt of process. (a) A registered agent may resign as such agent. A certificate entitled "Certificate of resignation of registered agent of ...... (name of limited liability partnership) under section 121-1506 of the Partnership Law" shall be signe…

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

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

§ 121-202. Amendment of the certificate of limited partnership. (a) A certificate of limited partnership is amended by filing with the department of state a certificate of amendment thereto entitled "Certificate of amendment of the certificate of limited partnership of... (name …

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

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

§ 121-204. Execution of certificates. (a) Each certificate required by this article to be filed with the department of state shall be executed in the following manner: (1) an initial certificate of limited partnership must be signed by all general partners named therein; (2) a c…

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

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

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

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

§ 121-301. Admission of limited partners. (a) A person becomes a limited partner on the later of: (1) the effective date of the original certificate of limited partnership; or (2) the date as of which the person becomes a limited partner pursuant to the partnership agreement; pr…

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

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

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

§ 121-401. Admission of additional general partners. After the effective date of the original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement, or if the partnership agreement does not provide for the admiss…

§ 121-402. Events of withdrawal of a general partner. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) the general partner withdraws from the limited partnership as provided in section 121-602 of this article…

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

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

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

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

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

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

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

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

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

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

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

§ 121-605. Distribution in kind. Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partne…

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

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

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

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

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

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

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

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

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

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

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

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