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N.Y. Partnership Law § 1 Short title
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Section 1. Short title. This chapter shall be known as the "partnership law."
N.Y. Partnership Law § 10 Partnership defined
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§ 10. Partnership defined. 1. A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state, a registered limited liability partnership. 2. But any association formed under any other …
N.Y. Partnership Law § 100 Status of person erroneously believing himself a limited partner
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§ 100. Status of person erroneously believing himself a limited partner. A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his ex…
N.Y. Partnership Law § 101 One person both general and limited partner
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§ 101. One person both general and limited partner. (1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subje…
N.Y. Partnership Law § 102 Loans and other business transactions with limited partner
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§ 102. Loans and other business transactions with limited partner. (1) A limited partner also may loan money to and transact other business with the partnership, and, unless he is also a general partner, receive on account of resulting claims against the partnership, with genera…
N.Y. Partnership Law § 103 Relation of limited partners inter se
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§ 103. Relation of limited partners inter se. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of inc…
N.Y. Partnership Law § 104 Compensation of limited partner
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§ 104. Compensation of limited partner. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that after such payment is made, whether from the property of the partnership or …
N.Y. Partnership Law § 105 Withdrawal or reduction of limited partner's contribution
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§ 105. Withdrawal or reduction of limited partner's contribution. (1) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until (a) All liabilities of the partnership, except liabilities to general partners and t…
N.Y. Partnership Law § 106 Liability of limited partner to partnership
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§ 106. Liability of limited partner to partnership. (1) A limited partner is liable to the partnership (a) For the difference between his contribution as actually made and that stated in the certificate as having been made, and (b) For any unpaid contributions which he agreed in…
N.Y. Partnership Law § 107 Nature of interest in partnership
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§ 107. Nature of interest in partnership. A limited partner's interest in the partnership is personal property.
N.Y. Partnership Law § 108 Assignment of interest
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§ 108. Assignment of interest. (1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (3) An assignee, who does not become a substit…
N.Y. Partnership Law § 109 Effect of retirement, death or insanity of a general partner
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§ 109. Effect of retirement, death or insanity of a general partner. The retirement, death or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners (a) Under a right so to do stated in the certificate, or, (b)…
N.Y. Partnership Law § 11 Rules for determining the existence of a partnership
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§ 11. Rules for determining the existence of a partnership. In determining whether a partnership exists, these rules shall apply: 1. Except as provided by section twenty-seven persons who are not partners as to each other are not partners as to third persons. 2. Joint tenancy, t…
N.Y. Partnership Law § 110 Death of limited partner
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§ 110. Death of limited partner. (1) On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, and such power as the deceased had to constitute his assignee a substituted limited partner…
N.Y. Partnership Law § 111 Rights of creditors of limited partner
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§ 111. Rights of creditors of limited partner. (1) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt…
N.Y. Partnership Law § 112 Distribution of assets
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§ 112. Distribution of assets. (1) In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of t…
N.Y. Partnership Law § 113 Certificate cancelled or amended
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§ 113. Certificate cancelled or amended. (1) The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when (a) There is a change in the name of the partnership or in the amount or character …
N.Y. Partnership Law § 114 Requirements for amendment or cancellation
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§ 114. Requirements for amendment or cancellation. (1) The writing to amend a certificate shall (a) Conform to the requirements of subdivision one-a of section ninety-one of this article, as far as necessary to set forth clearly the change in the certificate which it is desired …
N.Y. Partnership Law § 115 Parties to actions
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§ 115. Parties to actions. A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership, and except in cases provided for i…
N.Y. Partnership Law § 115-A Limited partners' derivative action brought in the right of a limited partnership to procure a judgment in its favor
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§ 115-a. Limited partners' derivative action brought in the right of a limited partnership to procure a judgment in its favor. 1. An action may be brought in the right of a limited partnership to procure a judgment in its favor, by a limited partner, additional limited partner, …
N.Y. Partnership Law § 115-B Security for expenses in limited partners' derivative action brought in the right of the limited partnership to procure a judgment in its...
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§ 115-b. Security for expenses in limited partners' derivative action brought in the right of the limited partnership to procure a judgment in its favor. In any action specified in section one hundred fifteen-a of this article, unless the contributions of or allocable to plainti…
N.Y. Partnership Law § 115-C Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor
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§ 115-c. Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor. 1. No provision made to indemnify general partners for the defense of any action brought pursuant to section one hundred fifteen-a of this article, wh…
N.Y. Partnership Law § 116 Short title
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§ 116. Short title. This article shall be known and may be cited as the uniform limited partnership act.
N.Y. Partnership Law § 117 Rules of construction
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§ 117. 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 article. (2) This article shall be so interpreted and construed as to effect its general purpose. (3) This article shall not be…
N.Y. Partnership Law § 118 Rules for cases not covered
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§ 118. Rules for cases not covered. In any case not provided for in this article the rules of law and equity, including the law merchant, shall govern.
N.Y. Partnership Law § 119 Existing limited partnerships
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§ 119. Existing limited partnerships. (1) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with the provisions of section ninety-one, provided the certificate sets …
N.Y. Partnership Law § 12 Partnership property
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§ 12. Partnership property. 1. All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. 2. Unless the contrary intention appears, property acquired with partnership funds…
N.Y. Partnership Law § 121-1001 Parties to actions
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§ 121-1001. Parties to actions. A limited partner, unless he is also a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership and except in cases p…
N.Y. Partnership Law § 121-1002 Limited partners' derivative action
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§ 121-1002. Limited partners' derivative action. (a) A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if all general partners with authority to do so have refused to bring the action or if an effort to cause those gen…
N.Y. Partnership Law § 121-1003 Security for expenses
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§ 121-1003. Security for expenses. In a derivative action, brought pursuant to section 121-1002 of this article, unless the contributions of or allocable to the plaintiff or plaintiffs amount to five percent or more of the contributions of all limited partners, in their status a…
N.Y. Partnership Law § 121-1004 Indemnification of general partner
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§ 121-1004. Indemnification of general partner. (a) No provision made to indemnify general partners for the defense of a derivative action, brought pursuant to section 121-1002 of this article, whether contained in the partnership agreement or otherwise, nor any award of indemni…
N.Y. Partnership Law § 121-101 Definitions
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§ 121-101. Definitions. As used in this article, unless the context otherwise requires: (a) "Certificate of limited partnership" means the certificate referred to in section 121-201 of this article, and the certificate as amended. (a-1) "Affidavit of publication" means the affid…
N.Y. Partnership Law § 121-102 Partnership name
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§ 121-102. Partnership name. The name of each limited partnership as set forth in its certificate of limited partnership: (a) (1) shall contain without abbreviation the words "Limited Partnership" or the abbreviation "L.P."; (2) (A) shall be such as to distinguish it from the na…
N.Y. Partnership Law § 121-103 Reservation of partnership name
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§ 121-103. Reservation of partnership name. (a) Subject to section 121-102 of this article, the exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a domestic limited partnership under this article; (2) Any domestic limited partnership o…
N.Y. Partnership Law § 121-104 Statutory designation of secretary of state as agent for service of process
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§ 121-104. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent for every domestic limited partnership which has filed with the secretary of state a certificate making such designation and every foreign limite…
N.Y. Partnership Law § 121-104-A Resignation for receipt of process
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§ 121-104-A. Resignation for receipt of process. (a) The party (or his/her legal representative) whose post office address has been supplied by a domestic limited partnership or foreign limited partnership as its address for process may resign. A certificate entitled "Certificat…
N.Y. Partnership Law § 121-105 Registered agent
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§ 121-105. Registered agent. (a) In addition to the designation of the secretary of state, each limited partnership or authorized foreign limited partnership may designate a registered agent upon whom process against the limited partnership may be served. The agent must be (i) a…
N.Y. Partnership Law § 121-106 Records
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§ 121-106. Records. (a) Each domestic limited partnership shall maintain the following records, which may, but need not, be maintained in this state: (1) a current list of the full name and last known mailing address of each partner set forth in alphabetical order together with …
N.Y. Partnership Law § 121-107 Nature of business
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§ 121-107. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law.
N.Y. Partnership Law § 121-108 Business transactions of partner with the partnership
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§ 121-108. Business transactions of partner with the partnership. Except as may be provided in the partnership agreement, a partner may lend money to, borrow money from, act as a guarantor or surety for, provide collateral for the obligations of, and transact other business with…
N.Y. Partnership Law § 121-109 Service of process on limited partnerships
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§ 121-109. Service of process on limited partnerships. (a) * Service of process on the secretary of state as agent of a domestic or authorized foreign limited partnership shall be made in the manner provided by paragraph one or two of this subdivision. Either option of service a…
N.Y. Partnership Law § 121-109-A Electronic service of process
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§ 121-109-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 a…
N.Y. Partnership Law § 121-110 The partnership agreement
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§ 121-110. The partnership agreement. (a) The partnership agreement shall be signed by all general partners, in person or by attorneys in fact, and may, but need not, be signed by the limited partners. (b) A limited partnership shall have a written partnership agreement. Except …
N.Y. Partnership Law § 121-1101 Merger and consolidation of limited partnerships
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§ 121-1101. Merger and consolidation of limited partnerships. One or more limited partnerships formed under this article or which complies with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, a limited partnership formed under this articl…
N.Y. Partnership Law § 121-1102 Procedure for merger or consolidation
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§ 121-1102. Procedure for merger or consolidation. (a) The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and…
N.Y. Partnership Law § 121-1103 Certificate of merger or consolidation; contents
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§ 121-1103. Certificate of merger or consolidation; contents. (a) After adoption of the plan of merger or consolidation by the partners of each constituent limited partnership, unless the merger or consolidation is abandoned in accordance with subdivision (a) of section 121-1102…
N.Y. Partnership Law § 121-1104 Effect of merger or consolidation
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§ 121-1104. Effect of merger or consolidation. When such merger or consolidation has been effected: (a) all the property, real and personal, tangible and intangible, of each constituent limited partnership shall vest in the surviving or resulting limited partnership; (b) to the …
N.Y. Partnership Law § 121-1105 Payment for interest of dissenting limited partners
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§ 121-1105. Payment for interest of dissenting limited partners. (a) Within ten days after the occurrence of an event described in section 121-1102 of this article, the surviving or resulting limited partnership shall send to each dissenting former limited partner a written offe…
N.Y. Partnership Law § 121-1106 Mergers and consolidations involving other business entities
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§ 121-1106. Mergers and consolidations involving other business entities. One or more domestic limited partnerships formed under this article or which comply with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, one or more other business …
N.Y. Partnership Law § 121-1201 Existing limited partnership
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§ 121-1201. Existing limited partnership. (a) All limited partnerships formed on or after the effective date of this article shall be governed by this article. (b) Except as provided in section 121-1202 of this article, all domestic limited partnerships formed under the laws of …