New York Laws
PTR - Partnership

Article 1 - Short Title; Definitions; Construction.

1 - Short Title. - Section 1. Short title. This chapter shall be known as...

2 - General Definitions. - § 2. General definitions. As used in this chapter "court"...

3 - Interpretation of Knowledge and Notice. - (a) States the fact to such person, or (b) Delivers...

4 - Rules of Construction. - § 4. Rules of construction. 1. The rule that statutes...

5 - Rules for Cases Not Provided for in This Chapter. - § 5. Rules for cases not provided for in this...

Article 2 - Nature of a Partnership.

10 - Partnership Defined. - § 10. Partnership defined. 1. A partnership is an association...

11 - Rules for Determining the Existence of a Partnership. - (a) As a debt by installments or otherwise, (b) As...

12 - Partnership Property. - § 12. Partnership property. 1. All property originally brought into...

Article 3 - Relations of Partners to Persons Dealing With the Partnership.

20 - Partner Agent of Partnership as to Partnership Business. - (a) Assign the partnership property in trust for creditors or...

21 - Conveyance of Real Property of the Partnership. - § 21. Conveyance of real property of the partnership. 1....

22 - Partnership Bound by Admission of Partner. - § 22. Partnership bound by admission of partner. An admission...

23 - Partnership Charged With Knowledge of or Notice to Partner. - § 23. Partnership charged with knowledge of or notice to...

24 - Partnership Bound by Partner's Wrongful Act. - § 24. Partnership bound by partner's wrongful act. Where, by...

25 - Partnership Bound by Partner's Breach of Trust. - § 25. Partnership bound by partner's breach of trust. The...

26 - Nature of Partner's Liability. - (a) Except as provided in subdivision (b) of this section,...

27 - Partner by Estoppel. - (a) When a partnership liability results, he is liable as...

28 - Liability of Incoming Partner. - § 28. Liability of incoming partner. A person admitted as...

Article 4 - Relations of Partners to One Another.

40 - Rules Determining Rights and Duties of Partners. - § 40. Rules determining rights and duties of partners. The...

41 - Partnership Books. - § 41. Partnership books. The partnership books shall be kept,...

42 - Duty of Partners to Render Information. - § 42. Duty of partners to render information. Partners shall...

43 - Partner Accountable as a Fiduciary. - § 43. Partner accountable as a fiduciary. 1. Every partner...

44 - Right to an Account. - § 44. Right to an account. Any partner shall have...

45 - Continuation of Partnership Beyond Fixed Term. - § 45. Continuation of partnership beyond fixed term. 1. When...

Article 5 - Property Rights of a Partner.

50 - Extent of Property Rights of a Partner. - § 50. Extent of property rights of a partner. The...

51 - Nature of a Partner's Right in Specific Partnership Property. - (a) A partner, subject to the provisions of this chapter...

52 - Nature of Partner's Interest in the Partnership. - § 52. Nature of partner's interest in the partnership. A...

53 - Assignment of Partner's Interest. - § 53. Assignment of partner's interest. 1. A conveyance by...

54 - Partner's Interest Subject to Charging Order. - (a) With separate property, by any one or more of...

Article 6 - Dissolution and Winding Up.

60 - Dissolution Defined. - § 60. Dissolution defined. The dissolution of a partnership is...

61 - Partnership Not Terminated by Dissolution. - § 61. Partnership not terminated by dissolution. On dissolution the...

62 - Causes of Dissolution. - (a) By the termination of the definite term or particular...

63 - Dissolution by Decree of Court. - (a) A partner has been declared incompetent in any judicial...

64 - General Effect of Dissolution on Authority of Partner. - (a) When the dissolution is not by the act, bankruptcy...

65 - Right of Partner to Contribution From Copartners After Dissolution. - § 65. Right of partner to contribution from copartners after...

66 - Power of Partner to Bind Partnership to Third Persons After Dissolution. - (a) By any act appropriate for winding up partnership affairs...

67 - Effect of Dissolution on Partner's Existing Liability. - § 67. Effect of dissolution on partner's existing liability. 1....

68 - Right to Wind Up. - § 68. Right to wind up. Unless otherwise agreed the...

69 - Rights of Partners to Application of Partnership Property. - (a) Each partner who has not caused dissolution wrongfully shall...

70 - Rights Where Partnership Is Dissolved for Fraud, or Misrepresentation. - (a) To a lien on, or right of retention of,...

71 - Rules for Distribution. - (a) The assets of the partnership are: I. The partnership...

71-A - Payment of Wages by Receivers. - § 71-a. Payment of wages by receivers. Upon the appointment...

72 - Liability of Persons Continuing the Business in Certain Cases. - § 72. Liability of persons continuing the business in certain...

73 - Rights of Retiring or Estate of Deceased Partner When the Business Is Continued. - § 73. Rights of retiring or estate of deceased partner...

74 - Accrual of Actions. - § 74. Accrual of actions. The right to an account...

75 - Continuance of Partnership Business During Action for Accounting. - § 75. Continuance of partnership business during action for accounting....

Article 7 - Business and Partnership Names.

80 - When Partnership or Business Name May Be Continued. - § 80. When partnership or business name may be continued....

81 - Certificate to Be Filed. - § 81. Certificate to be filed. Whenever a partnership or...

82 - Fictitious Firm Names Prohibited. - § 82. Fictitious firm names prohibited. No person shall hereafter...

Article 8 - Limited Partnerships.

90 - Limited Partnership Defined. - § 90. Limited partnership defined. A limited partnership is a...

91 - Formation. - (a) Sign and acknowledge or swear to a certificate, which...

92 - Business Which May Be Carried On. - § 92. Business which may be carried on. A limited...

93 - Character of Limited Partner's Contribution. - § 93. Character of limited partner's contribution. The contributions of...

94 - Name Not to Contain Surname of Limited Partner; Exceptions. - (a) It is also the surname of a general partner,...

95 - Liability for False Statements in Certificate. - (a) At the time he signed the certificate, or (b)...

96 - Limited Partner Not Liable to Creditors. - § 96. Limited partner not liable to creditors. A limited...

97 - Admission of Additional Limited Partners. - § 97. Admission of additional limited partners. After the formation...

98 - Rights, Powers and Liabilities of a General Partner. - (a) Do any act in contravention of the certificate. (b)...

99 - Rights of a Limited Partner. - (a) Have the partnership books kept at the principal place...

100 - Status of Person Erroneously Believing Himself a Limited Partner. - § 100. Status of person erroneously believing himself a limited...

101 - One Person Both General and Limited Partner. - (2) A person who is a general, and also at...

102 - Loans and Other Business Transactions With Limited Partner. - (a) Receive or hold as collateral security any partnership property,...

103 - Relation of Limited Partners Inter Se. - § 103. Relation of limited partners inter se. Where there...

104 - Compensation of Limited Partner. - § 104. Compensation of limited partner. A limited partner may...

105 - Withdrawal or Reduction of Limited Partner's Contribution. - (a) All liabilities of the partnership, except liabilities to general...

106 - Liability of Limited Partner to Partnership. - (a) For the difference between his contribution as actually made...

107 - Nature of Interest in Partnership. - § 107. Nature of interest in partnership. A limited partner's...

108 - Assignment of Interest. - (2) A substituted limited partner is a person admitted to...

109 - Effect of Retirement, Death or Insanity of a General Partner. - (a) Under a right so to do stated in the...

110 - Death of Limited Partner. - (1) On the death of a limited partner his executor...

111 - Rights of Creditors of Limited Partner. - (2) The interest may be redeemed with the separate property...

112 - Distribution of Assets. - (1) In settling accounts after dissolution the liabilities of the...

113 - Certificate Cancelled or Amended. - (2) A certificate shall be amended when (a) There is...

114 - Requirements for Amendment or Cancellation. - (a) Conform to the requirements of subdivision one-a of section...

115 - Parties to Actions. - § 115. Parties to actions. A contributor, unless he is...

115-A - Limited Partners' Derivative Action Brought in the Right of a Limited Partnership to Procure a Judgment in Its Favor. - § 115-a. Limited partners' derivative action brought in the right...

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. - § 115-b. Security for expenses in limited partners' derivative action...

115-C - Indemnification of General Partner in Actions in the Right of a Limited Partnership to Procure a Judgment in Its Favor. - (a) amounts paid in settling or otherwise disposing of a...

116 - Short Title. - § 116. Short title. This article shall be known and...

117 - Rules of Construction. - (1) The rule that statutes in derogation of the common...

118 - Rules for Cases Not Covered. - § 118. Rules for cases not covered. In any case...

119 - Existing Limited Partnerships. - (1) A limited partnership formed under any statute of this...

Article 8-A - Revised Limited Partnership Act

121-101 - Definitions. - (a) "Certificate of limited partnership" means the certificate referred to...

121-102 - Partnership Name. - (a) (1) shall contain without abbreviation the words "Limited Partnership"...

121-103 - Reservation of Partnership Name. - (1) Any person intending to organize a domestic limited partnership...

121-104 - Statutory Designation of Secretary of State as Agent for Service of Process. - (b) No domestic or foreign limited partnership may be organized...

121-104-A - Resignation for Receipt of Process. - (1) the name of the limited partnership and the date...

121-105 - Registered Agent. - (c) The registered agent of a limited partnership may resign...

121-106 - Records. - (1) a current list of the full name and last...

121-107 - Nature of Business. - § 121-107. Nature of business. A limited partnership may carry...

121-108 - Business Transactions of Partner With the Partnership. - § 121-108. Business transactions of partner with the partnership. Except...

121-109 - Service of Process on Limited Partnerships. - (1) By personally delivering to and leaving with him or...

121-109-A - Electronic Service of Process. - § 121-109-a. Electronic service of process. The secretary of state...

121-110 - The Partnership Agreement. - (b) A limited partnership shall have a written partnership agreement....

121-201 - Certificate of Limited Partnership. - (1) the name of the limited partnership; (2) the county...

121-202 - Amendment of the Certificate of Limited Partnership. - (1) The name of the limited partnership and, if it...

121-202-A - Certificate of Change. - (1) the name of the limited partnership, and if it...

121-203 - Cancellation of Certificate. - (1) the name of the limited partnership; and if it...

121-204 - Execution of Certificates. - (1) an initial certificate of limited partnership must be signed...

121-205 - Execution, Amendment or Cancellation by Judicial Act. - (b) If a person contractually obligated to execute as a...

121-206 - Filing With the Department of State. - § 121-206. Filing with the department of state. A signed...

121-207 - Liability for False Statement in Certificate. - (1) any person who executes the certificate, or causes another...

121-208 - Restated Certificate of Limited Partnership. - (b) If the restated certificate of limited partnership merely restates...

121-301 - Admission of Limited Partners. - (1) the effective date of the original certificate of limited...

121-302 - Classes and Voting by Limited Partners. - (b) A partnership agreement which grants a right to vote...

121-303 - Liability to Third Parties. - (b) A limited partner does not participate in the control...

121-304 - Person Erroneously Believing Himself a Limited Partner. - (1) causes an accurate certificate of limited partnership or a...

121-401 - Admission of Additional General Partners. - § 121-401. Admission of additional general partners. After the effective...

121-402 - Events of Withdrawal of a General Partner. - (a) the general partner withdraws from the limited partnership as...

121-403 - General Powers and Liabilities. - (b) Except as provided in this article, a general partner...

121-404 - Contributions by a General Partner. - § 121-404. Contributions by a general partner. A general partner...

121-405 - Classes and Voting by General Partners. - (b) A partnership agreement may set forth provisions relating to...

121-501 - Form of Contribution. - § 121-501. Form of contribution. The contribution of a partner...

121-502 - Liability for Contributions. - (b) Unless otherwise provided in the partnership agreement and except...

121-503 - Sharing of Profits and Losses. - § 121-503. Sharing of profits and losses. The profits and...

121-504 - Sharing of Distributions. - § 121-504. Sharing of distributions. Distributions of cash or other...

121-601 - Interim Distributions. - § 121-601. Interim distributions. Except as provided in this article,...

121-602 - Withdrawal of a General Partner. - § 121-602. Withdrawal of a general partner. A general partner...

121-603 - Withdrawal of a Limited Partner. - (b) A limited partnership whose original certificate of limited partnership...

121-604 - Right to Distribution Upon Withdrawal. - § 121-604. Right to distribution upon withdrawal. Except as provided...

121-605 - Distribution in Kind. - § 121-605. Distribution in kind. Except as provided in the...

121-606 - Right to Distribution. - § 121-606. Right to distribution. Subject to sections 121-607 and...

121-607 - Limitations on Distribution. - (b) A limited partner who receives a distribution in violation...

121-701 - Nature of Partnership Interest. - § 121-701. Nature of partnership interest. An interest in a...

121-702 - Assignment of Partnership Interest. - (1) A partnership interest is assignable in whole or in...

121-703 - Rights of Creditor. - § 121-703. Rights of creditor. On application to a court...

121-704 - Right of Assignee to Become Limited Partner. - (b) An assignee who has become a limited partner has,...

121-705 - Liability Upon Assignment. - (b) An assignee who becomes a limited partner is liable...

121-706 - Power of Estate of Deceased or Incompetent Partner. - § 121-706. Power of estate of deceased or incompetent partner....

121-801 - Nonjudicial Dissolution. - (a) at the time, if any, provided in the certificate...

121-802 - Judicial Dissolution. - § 121-802. Judicial dissolution. On application by or for a...

121-803 - Winding Up. - (b) Upon dissolution of a limited partnership, the persons winding...

121-804 - Distribution of Assets. - (a) to creditors, including partners who are creditors, to the...

121-901 - Law Governing. - § 121-901. Law governing. Subject to the constitution of this...

121-902 - Application for Authority, Contents. - (1) the name of the foreign limited partnership and, if...

121-903 - Certificate of Amendment. - (a) A foreign limited partnership may amend its application for...

121-903-A - Certificate of Change. - (1) the name of the foreign limited partnership and, if...

121-904 - Application for Authority; Effect. - (b) A foreign limited partnership which has received a certificate...

121-905 - Surrender of Certificate of Authority. - (b) The certificate of surrender of authority shall state: (1)...

121-906 - Termination of Existence. - § 121-906. Termination of existence. When a foreign limited partnership...

121-907 - Doing Business Without Certificate of Authority. - (b) The failure of a foreign limited partnership that is...

121-908 - Violations. - § 121-908. Violations. The attorney general shall, upon his own...

121-1001 - Parties to Actions. - § 121-1001. Parties to actions. A limited partner, unless he...

121-1002 - Limited Partners' Derivative Action. - (b) In a derivative action, at least one plaintiff must...

121-1003 - Security for Expenses. - § 121-1003. Security for expenses. In a derivative action, brought...

121-1004 - Indemnification of General Partner. - (b) A limited partnership may indemnify, and may advance expenses...

121-1101 - Merger and Consolidation of Limited Partnerships. - § 121-1101. Merger and consolidation of limited partnerships. One or...

121-1102 - Procedure for Merger or Consolidation. - (b) Any limited partner of a limited partnership which is...

121-1103 - Certificate of Merger or Consolidation; Contents. - (1) The name of each constituent limited partnership, and if...

121-1104 - Effect of Merger or Consolidation. - (a) all the property, real and personal, tangible and intangible,...

121-1105 - Payment for Interest of Dissenting Limited Partners. - (b) If a former limited partner and the surviving or...

121-1106 - Mergers and Consolidations Involving Other Business Entities. - § 121-1106. Mergers and consolidations involving other business entities. One...

121-1201 - Existing Limited Partnership. - (b) Except as provided in section 121-1202 of this article,...

121-1202 - Adoption by Previously Formed Limited Partnerships. - (b) On and after the effective date of this article,...

121-1300 - Fees. - (a) For the reservation of a limited partnership name pursuant...

Article 8-B - Registered Limited Liability Partnerships

121-1500 - Registered Limited Liability Partnership. - (1) the name of the registered limited liability partnership; (2)...

121-1501 - Name of Registered Limited Liability Partnership. - § 121-1501. Name of registered limited liability partnership. The name...

121-1502 - New York Registered Foreign Limited Liability Partnership. - (b) Without excluding other activities which may not constitute the...

121-1503 - Transaction of Business Outside the State. - (b) It is the policy of this state that the...

121-1504 - Foreign Related Limited Liability Partnership. - § 121-1504. Foreign related limited liability partnership. Any foreign related...

121-1505 - Service of Process. - (b) As used in this article, process shall mean judicial...

121-1505-A - Electronic Service of Process. - § 121-1505-a. Electronic service of process. The secretary of state...

121-1506 - Resignation for Receipt of Process. - (1) That he resigns as registered agent for the designated...

121-1507 - Definitions. - (a) "Partnership interest" means: (i) a partner's share of the...

Article 9 - Laws Repealed; When to Take Effect.

125 - Laws Repealed. - § 125. Laws repealed. Chapter forty-four of the laws of...

126 - When to Take Effect. - § 126. When to take effect. This chapter shall take...

<< Previous

Next >>

New York Laws PTR - Partnership

New York Laws
PTR - Partnership