New York Laws
Article 8 - Limited Partnerships.
105 - Withdrawal or Reduction of Limited Partner's Contribution.

(a) All liabilities of the partnership, except liabilities to general
partners and to limited partners on account of their contributions, have
been paid or there remains property of the partnership sufficient to pay
them.
(b) The consent of all members is had, unless the return of the
contribution may be rightfully demanded under the provisions of
subdivision two, and
(c) The certificate is cancelled or so amended as to set forth the
withdrawal or reduction.
(2) Subject to the provisions of subdivision one, a limited partner
may rightfully demand the return of his contribution
(a) On the dissolution of a partnership, or,
(b) When the date specified in the certificate for its return has
arrived, or,
(c) After he has given six months' notice in writing to all other
members, if no time is specified in the certificate either for the
return of the contribution or for the dissolution of the partnership.
(3) In the absence of any statement in the certificate to the contrary
or the consent of all members, a limited partner, irrespective of the
nature of his contribution, has only the right to demand and receive
cash in return for his contribution.
(4) A limited partner may have the partnership dissolved and its
affairs wound up when
(a) He rightfully but unsuccessfully demands the return of his
contribution, or,
(b) The other liabilities of the partnership have not been paid, or
the partnership property is insufficient for their payment and the
limited partner would otherwise be entitled to the return of his
contribution.

Structure New York Laws