(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 their contributions, and
to general partners.
(b) Those to limited partners in respect to their share of the profits
and other compensation by way of income on their contributions.
(c) Those to limited partners in respect to the capital of their
contributions.
(d) Those to general partners other than for capital and profits.
(e) Those to general partners in respect to profits.
(f) Those to general partners in respect to capital.
(2) Subject to any statement in the certificate or to subsequent
agreement, limited partners share in the partnership assets in respect
to their claims for capital, and in respect to their claims for profits
or for compensation by way of income on their contributions
respectively, in proportion to the respective amounts of such claims.
Structure New York Laws
Article 8 - Limited Partnerships.
90 - Limited Partnership Defined.
92 - Business Which May Be Carried On.
93 - Character of Limited Partner's Contribution.
94 - Name Not to Contain Surname of Limited Partner; Exceptions.
95 - Liability for False Statements in Certificate.
96 - Limited Partner Not Liable to Creditors.
97 - Admission of Additional Limited Partners.
98 - Rights, Powers and Liabilities of a General Partner.
99 - Rights of a Limited Partner.
100 - Status of Person Erroneously Believing Himself a Limited Partner.
101 - One Person Both General and Limited Partner.
102 - Loans and Other Business Transactions With Limited Partner.
103 - Relation of Limited Partners Inter Se.
104 - Compensation of Limited Partner.
105 - Withdrawal or Reduction of Limited Partner's Contribution.
106 - Liability of Limited Partner to Partnership.
107 - Nature of Interest in Partnership.
109 - Effect of Retirement, Death or Insanity of a General Partner.
110 - Death of Limited Partner.
111 - Rights of Creditors of Limited Partner.
113 - Certificate Cancelled or Amended.
114 - Requirements for Amendment or Cancellation.