(b) Upon dissolution of a limited partnership, the persons winding up
the limited partnership's affairs may, in the name of, and for and on
behalf of, the limited partnership prosecute and defend suits, whether
civil, criminal or administrative, settle and close the limited
partnership's business, dispose of and convey the limited partnership's
property, discharge the limited partnership's liabilities, and
distribute to the partners any remaining assets of the limited
partnership, all without affecting the liability of limited partners
including limited partners participating in the winding up of the
limited partnership's affairs.
Structure New York Laws
Article 8-A - Revised Limited Partnership Act
121-103 - Reservation of Partnership Name.
121-104 - Statutory Designation of Secretary of State as Agent for Service of Process.
121-104-A - Resignation for Receipt of Process.
121-108 - Business Transactions of Partner With the Partnership.
121-109 - Service of Process on Limited Partnerships.
121-109-A - Electronic Service of Process.
121-110 - The Partnership Agreement.
121-201 - Certificate of Limited Partnership.
121-202 - Amendment of the Certificate of Limited Partnership.
121-202-A - Certificate of Change.
121-203 - Cancellation of Certificate.
121-204 - Execution of Certificates.
121-205 - Execution, Amendment or Cancellation by Judicial Act.
121-206 - Filing With the Department of State.
121-207 - Liability for False Statement in Certificate.
121-208 - Restated Certificate of Limited Partnership.
121-301 - Admission of Limited Partners.
121-302 - Classes and Voting by Limited Partners.
121-303 - Liability to Third Parties.
121-304 - Person Erroneously Believing Himself a Limited Partner.
121-401 - Admission of Additional General Partners.
121-402 - Events of Withdrawal of a General Partner.
121-403 - General Powers and Liabilities.
121-404 - Contributions by a General Partner.
121-405 - Classes and Voting by General Partners.
121-501 - Form of Contribution.
121-502 - Liability for Contributions.
121-503 - Sharing of Profits and Losses.
121-504 - Sharing of Distributions.
121-601 - Interim Distributions.
121-602 - Withdrawal of a General Partner.
121-603 - Withdrawal of a Limited Partner.
121-604 - Right to Distribution Upon Withdrawal.
121-605 - Distribution in Kind.
121-606 - Right to Distribution.
121-607 - Limitations on Distribution.
121-701 - Nature of Partnership Interest.
121-702 - Assignment of Partnership Interest.
121-704 - Right of Assignee to Become Limited Partner.
121-705 - Liability Upon Assignment.
121-706 - Power of Estate of Deceased or Incompetent Partner.
121-801 - Nonjudicial Dissolution.
121-802 - Judicial Dissolution.
121-804 - Distribution of Assets.
121-902 - Application for Authority, Contents.
121-903 - Certificate of Amendment.
121-903-A - Certificate of Change.
121-904 - Application for Authority; Effect.
121-905 - Surrender of Certificate of Authority.
121-906 - Termination of Existence.
121-907 - Doing Business Without Certificate of Authority.
121-1001 - Parties to Actions.
121-1002 - Limited Partners' Derivative Action.
121-1003 - Security for Expenses.
121-1004 - Indemnification of General Partner.
121-1101 - Merger and Consolidation of Limited Partnerships.
121-1102 - Procedure for Merger or Consolidation.
121-1103 - Certificate of Merger or Consolidation; Contents.
121-1104 - Effect of Merger or Consolidation.
121-1105 - Payment for Interest of Dissenting Limited Partners.
121-1106 - Mergers and Consolidations Involving Other Business Entities.
121-1201 - Existing Limited Partnership.
121-1202 - Adoption by Previously Formed Limited Partnerships.