New York Laws
Article 8-A - Revised Limited Partnership Act
121-110 - The Partnership Agreement.

(b) A limited partnership shall have a written partnership agreement.
Except as provided in sections 121-702 and 121-705 of this article, no
person shall have any rights, or be subject to the liabilities, of a
general partner who has not signed the partnership agreement in person
or by attorney in fact.
(c) The partnership agreement of a limited partnership may be amended
from time to time as provided therein; provided, however, that, except
as may be provided otherwise in the partnership agreement, without the
written consent of each partner adversely affected thereby, no amendment
of the partnership agreement shall be made which (i) increases the
obligations of any limited partner to make contributions, (ii) alters
the allocation for tax purposes of any items of income, gain, loss,
deduction or credit, (iii) alters the manner of computing the
distributions of any partner, (iv) alters, except as provided in
subdivision (a) of section 121-302 of this article, the voting or other
rights of any limited partner, (v) allows the obligation of a partner to
make a contribution to be compromised by consent of fewer than all
partners or (vi) alters the procedures for amendment of the partnership
agreement.

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