NY Pship L § 91 (2021)
2021 New York Laws PTR - Partnership Article 8 - Limited Partnerships. 91 - Formation.

§  91. Formation.   (1) Two or more persons desiring to form a limited partnership shall  (a) Sign and acknowledge or swear to a certificate, which shall state.   I. The name of the partnership.   II. The character of the business.   III. The location of the principal place of business.   IV. The name and place  of  residence  of  each  member;  general  and limited partners being respectively designated.   V. The term for which the partnership is to exist.   VI.  The  amount  of cash and a description of and the agreed value of the other property contributed by each limited partner.   VII. The additional contributions, if any, agreed to be made  by  each limited  partner  and  the  times at which or events on the happening of which they shall be made.   VIII. The time, if agreed upon, when the contribution of each  limited partner is to be returned.   IX.  The  share  of  the  profits  or the other compensation by way of income which each  limited  partner  shall  receive  by  reason  of  his contribution.   X. The right, if given, of a limited partner to substitute an assignee as  contributor  in  his  place,  and  the  terms  and conditions of the substitution.   XI. The right, if given, of the partners to admit  additional  limited partners.   XII.  The  right,  if given, of one or more of the limited partners to priority over other limited partners,  as  to  contributions  or  as  to compensation by way of income, and the nature of such priority.   XIII.  The  right,  if  given,  of  the  remaining  general partner or partners to continue the business on the death, retirement  or  insanity of a general partner, and   XIV.  The  right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.  (b) File the certificate in the office of  the  county  clerk  of  the county  in  which  the  principal office of such partnership is located. Immediately after the filing of the certificate, a copy of the same or a notice containing the substance thereof, shall be published once in each week for six successive weeks, in two newspapers of the county in  which such  original  certificate  is  filed,  to  be designated by the county clerk, one of which newspapers shall be a  newspaper  published  in  the city  or town in which the principal place of business is intended to be located, if a newspaper be published therein; or,  if  no  newspaper  is published  therein,  in the newspaper nearest thereto, and proof of such publication by the affidavit of the printer or publisher of each of such newspapers must be filed with the original certificate.  (2) If there has been substantial compliance in good  faith  with  the requirements  of  paragraph  (a)  of  subdivision one of this section, a limited partnership is  formed  and  may  commence  the  transaction  of business  as  such  upon  the  filing  of its certificate as required by paragraph (b) of subdivision one of this section and the effectuation of the first of the six successive weekly  publications  required  by  said paragraph  (b);  provided,  however,  that  the continued existence of a limited partnership as such shall be conditioned upon completion of  the publication requirement contained in said paragraph (b).