NY Pship L § 121-101 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-101 - Definitions.

§  121-101.  Definitions.  As used in this article, unless the context otherwise requires:  (a)  "Certificate  of  limited  partnership"  means  the   certificate referred  to  in section 121-201 of this article, and the certificate as amended.  (a-1) "Affidavit of publication" means the affidavit of the printer or publisher of a newspaper in which a  publication  pursuant  to  sections 121-201  and  121-902  of  this  article has been made. The affidavit of publication shall be in a form substantially as follows:   "Affidavit of Publication Under Section (specify  applicable  section) of the Partnership Law State of New York, County of ________, ss.:   The  undersigned is the printer (or publisher) of ______________ (name of newspaper), a _________ (daily  or  weekly)  newspaper  published  in ________________,  New York. A notice regarding _______________ (name of limited partnership) was published in said newspaper once in  each  week for  six  successive  weeks,  commencing  on  __________  and  ending on ________. The text of the notice as published in said  newspaper  is  as set  forth  below,  or  in  the annexed exhibit. This newspaper has been designated by the Clerk of ________ County for this purpose. _____________________(signature) _____________________(printed name), _____________________(jurat)"   The text of the notice set forth in or annexed to  each  affidavit  of publication  shall:  (i)  include only the text of the published notice, (ii) be free of extraneous marks, and (iii) if submitted in  paper  form be  printed  on paper of such size, weight and color, and in ink of such color, and in such font, and be in such other  qualities  and  form  not inconsistent  with any other provision of law as, in the judgment of the secretary of state, will not impair the ability  of  the  department  of state  to  include  a legible and permanent copy thereof in its official records. Nothing in this subdivision shall be construed as requiring the department of state  to  accept  for  filing  a  document  submitted  in electronic form.  (a-2)  "Certificate  of  publication" means a certificate presented on behalf of the applicable limited partnership to the department of  state together  with the affidavits of publication pursuant to section 121-201 or 121-902 of this article. The certificate of publication shall be in a form substantially as follows:   "Certificate of Publication of ______ (name  of  limited  partnership) Under  Section  _______  (Specify applicable section) of the Partnership Law   The undersigned is the  _________  (title)  of  ___________  (name  of limited  partnership).  The  published  notices described in the annexed affidavits of publication contain all of the information required by the above-mentioned section of the partnership law. The newspapers described in such affidavits of publication satisfy the requirements set forth  in the  partnership  law  and  the  designation made by the county clerk. I certify the foregoing statements to be true under penalties of perjury.                                              Date                                              Signature                                              Printed Name"  (b) "Contribution" means any cash, property, services rendered,  or  a promissory  note  or  other  binding  obligation  to  contribute cash or property or to render services, which a partner contributes to a limited partnership in his capacity as a partner.  (c) "Distribution"  means  the  transfer  of  property  by  a  limited partnership to one or more of its partners in his capacity as a partner.  (d)  "Event  of  withdrawal  of a general partner" means an event that causes a person to cease to be a general partner as provided in  section 121-402 of this article.  (e) "Foreign limited partnership" means a partnership formed under the laws  of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more  general  partners and one or more limited partners.  (f)  "General  partner"  means  a  person  who  has been admitted to a limited  partnership  as  a  general  partner  in  accordance  with  the partnership  agreement  and,  if required by the law of the jurisdiction under which the limited partnership or foreign limited  partnership,  as the case may be, is organized, is so named in the certificate of limited partnership or similar instrument.  (g)  "Limited  partner"  means  a  person  who  has been admitted to a limited  partnership  as  a  limited  partner  in  accordance  with  the partnership  agreement  or  as  otherwise  provided  by  the  law of the jurisdiction under which the  limited  partnership  or  foreign  limited partnership, as the case may be, is organized.  (h)  "Limited  partnership"  and  "domestic limited partnership" mean, unless the context otherwise requires, a partnership (i) formed  by  two or  more  persons  pursuant  to  this  article  or  which  complies with subdivision (a) of section 121-1202 of this article and (ii) having  one or more general partners and one or more limited partners.  (i)  "Majority in interest of the limited partners" and "two-thirds in interest of the limited partners" mean limited partners whose  aggregate share  of  the  current  profits of the partnership constitute more than one-half or two-thirds, respectively, of the  aggregate  shares  of  all limited partners.  (j)  "Office  of limited partnership" means the office of the location of which is stated in  the  certificate  of  limited  partnership  of  a domestic  limited  partnership, or in the application for authority of a foreign limited partnership or any amendment thereof. Such  office  need not  be  a place where business activities are conducted by such limited partnership.  (j-1) "Other business entity" means any person other  than  a  natural person,  general partnership (including any registered limited liability partnership or registered  foreign  limited  liability  partnership)  or domestic limited partnership.  (k) "Partner" means a limited or general partner.  (l)  "Partnership  agreement"  means  any  written  agreement  of  the partners as to the affairs of a limited partnership and the  conduct  of its business.  (m) "Partnership interest" means: (i) a partner's share of the profits and  losses  of  a  limited  partnership;  and (ii) a partner's right to receive distributions.  (n) "Person" means a natural person, partnership, limited  partnership (domestic  or foreign), limited liability company (domestic or foreign), trust, estate, custodian, nominee, association, corporation or any other individual or entity in its own or any representative capacity.  (o) "Process" means judicial process and all orders, demands,  notices or  other papers required or permitted by law to be personally served on a  limited  partnership  (domestic  or  foreign),  for  the  purpose  of acquiring  jurisdiction  of  such  limited  partnership in any action or proceeding,  civil  or  criminal,  whether   judicial,   administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state.  (p)  "State"  means  a  state,  territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.