New York Partnership Law Article 8-A - REVISED LIMITED PARTNERSHIP ACT

• 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...
• 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"...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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.
• 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,...
• 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 as follows: (1)...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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...
• 121-1300 - Fees.
  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...

Last modified: February 3, 2019