New York Partnership Law Article 8 - LIMITED PARTNERSHIPS.

• 90 - Limited Partnership Defined.
  A limited partnership is a partnership formed by two or more persons under the provisions of section ninety-one, having as members one or more general...
• 91 - Formation.
  (1) Two or more persons desiring to form a limited partnership shall (a) Sign and acknowledge or swear to a certificate, which shall state. I....
• 92 - Business Which May Be Carried On.
  A limited partnership may carry on any business which a partnership without limited partners may carry on.
• 93 - Character of Limited Partner's Contribution.
  The contributions of a limited partner may be cash or other property, but not services.
• 94 - Name Not to Contain Surname of Limited Partner; Exceptions.
  (1) The surname of a limited partner shall not appear in the partnership name, unless (a) It is also the surname of a general partner,...
• 95 - Liability for False Statements in Certificate.
  If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who...
• 96 - Limited Partner Not Liable to Creditors.
  A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited...
• 97 - Admission of Additional Limited Partners.
  After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the...
• 98 - Rights, Powers and Liabilities of a General Partner.
  (1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a...
• 99 - Rights of a Limited Partner.
  (1) A limited partner shall have the same rights as a general partner to (a) Have the partnership books kept at the principal place of...
• 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...
• 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...
• 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...
• 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...
• 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;...
• 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...
• 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...
• 107 - Nature of Interest in Partnership.
  A limited partner's interest in the partnership is personal property.
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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 plaintiff or plaintiffs to partnership property...
• 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, whether...
• 116 - Short Title.
  This article shall be known and may be cited as the uniform limited partnership act.
• 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...
• 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.
• 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...

Last modified: February 3, 2019