reglab/housing_qa huggingface dataset:
NY Pship L § 117 (2021)
2021 New York Laws PTR - Partnership Article 8 - Limited Partnerships. 117 - Rules of Construction.

§  117.  Rules  of  construction.  (1)  The  rule  that  statutes in derogation of the common law are to be strictly construed shall have  no application to this article.  (2)  This  article  shall be so interpreted and construed as to effect its general purpose.  (3)  This  article  shall  not  be  so  construed  as  to  impair  the obligations of any contract existing when this article takes effect, nor to  affect  any  action or proceeding begun or right accrued before this article takes effect.
NY Pship L § 118 (2021)
2021 New York Laws PTR - Partnership Article 8 - Limited Partnerships. 118 - Rules for Cases Not Covered.

§  118.  Rules for cases not covered.  In any case not provided for in   this article the rules of law and equity, including  the  law  merchant,   shall govern.
NY Pship L § 119 (2021)
2021 New York Laws PTR - Partnership Article 8 - Limited Partnerships. 119 - Existing Limited Partnerships.

§  119.  Existing  limited  partnerships.  (1) A limited partnership formed under any statute of this state prior to  the  adoption  of  this article may become a limited partnership under this article by complying with the provisions of section ninety-one, provided the certificate sets forth  (a)  The  amount of the original contribution of each limited partner, and the time when the contribution was made, and  (b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to  persons  not  claiming  as  general  or limited  partners by an amount greater than the sum of the contributions of its limited partners.  (2) The provisions of this article, or the repeal of article eight  of this  chapter, shall not affect or impair any act done or right accrued, acquired or established  by  a  limited  partnership  formed  under  any statute  of this state prior to its adoption, until or unless it becomes a limited partnership in accordance with the provisions of this article, and the same may be conducted in the same manner and to the same  extent as if this article had not been passed.
NY Pship L § 121-103 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-103 - Reservation of Partnership Name.

§  121-103.  Reservation  of partnership name.  (a) Subject to section 121-102 of this article, the exclusive right to the use of a name may be reserved by:  (1) Any person intending to organize a  domestic  limited  partnership under this article;  (2)   Any   domestic   limited  partnership  or  any  foreign  limited partnership authorized to do business in this state intending to  change its name;  (3)  Any  foreign limited partnership intending to apply for authority to do business in this state and to adopt that name; and  (4) Any person intending to organize a foreign limited partnership and intending to have it apply for authority to do business in this state.  (b) A fictitious name for use pursuant  to  section  121-902  of  this article may be reserved by:  (1)  Any  foreign limited partnership intending to apply for authority to do business in this state pursuant  to  subdivision  (a)  of  section 121-902 of this article.  (2) Any authorized foreign limited partnership intending to change its fictitious name under which it does business in this state.  (3)  Any  authorized foreign limited partnership which has changed its name in its jurisdiction, such new name  not  being  available  in  this state.  (c)  Application  to  reserve  a  limited  partnership  name  shall be delivered to the department of state. It shall set forth  the  name  and address  of  the  applicant, the name to be reserved, and a statement of the basis for the application under  subdivision  (a)  or  (b)  of  this section.  The  secretary  of state may require that there be included in the application a statement as to the  nature  of  the  business  to  be conducted  by  the  limited  partnership.  If  the name is available for limited partnership use, the department of state shall reserve the  name for  the  use  of  the  applicant for a period of sixty days and issue a certificate of reservation.  The  restrictions  and  qualifications  set forth  in section 121-102 of this article are not waived by the issuance of a certificate of reservation.  The certificate of  reservation  shall include  the  name  of the applicant, the name reserved, and the date of reservation. The certificate of  reservation  (or  in  lieu  thereof  an affidavit  by  the applicant or by his or her agent or attorney that the certificate of reservation has been lost or destroyed)  shall  accompany the  certificate of limited partnership or the application for authority when either is delivered to the department of state.  (d) The secretary of state may extend the reservation  for  additional periods  of  not  more than sixty days each, upon the written request of the applicant  or  his  or  her  attorney  or  agent  delivered  to  the department  of  state,  to be filed before expiration of the reservation period then in effect. Such  request  shall  have  attached  to  it  the certificate  of  reservation  of  name. No more than two such extensions shall be granted.
NY Pship L § 121-104 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-104 - Statutory Designation of Secretary of State as Agent for Service of Process.

§  121-104.  Statutory  designation of secretary of state as agent for service of process. (a) The secretary of state shall be  the  agent  for every domestic limited partnership which has filed with the secretary of state  a  certificate  making such designation and every foreign limited partnership upon whom process may be served pursuant to this article.  (b) No domestic or foreign limited partnership  may  be  organized  or authorized to do business in this state under this article unless in its certificate  of  limited  partnership  or  application  for authority it designates the secretary of state as such agent.   * (c) Any designated post office address to  which  the  secretary  of state  shall  mail  a  copy  of  process  served  upon him as agent of a domestic  limited  partnership  or  foreign  limited  partnership  shall continue  until the filing of a certificate under this article directing the mailing to a different post office address.   * NB Effective until January 1, 2023   * (c) Any designated post office address to  which  the  secretary  of state  shall  mail  a  copy  of  process  served  upon him as agent of a domestic  limited  partnership  or  foreign  limited  partnership  shall continue  until  the  filing  of a certificate or other instrument under this article directing the mailing to a different  post  office  address and  any  designated email address to which the secretary of state shall email a notice of the fact that process against  such  domestic  limited partnership  or  foreign  limited  partnership  has  been electronically served upon him or her as agent of a  domestic  limited  partnership  or foreign  limited  partnership,  shall  continue  until  the  filing of a certificate or other instrument under this chapter changing or  deleting the email address.   * NB Effective January 1, 2023  (d)  The  change  authorized by subdivision (c) of this section may be accomplished by filing a certificate pursuant  to  this  chapter,  which shall be executed by a general partner.
NY Pship L § 121-105 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-105 - Registered Agent.

§ 121-105. Registered agent. (a) In addition to the designation of the secretary  of  state,  each  limited  partnership  or authorized foreign limited partnership may designate a registered agent upon  whom  process against  the  limited partnership may be served. The agent must be (i) a natural person who is a resident of this state or has a business address in this state, or (ii) a domestic corporation or a  foreign  corporation authorized to do business in this state.  (c)  The  registered agent of a limited partnership may resign as such agent. The registered agent shall file a certificate with the department of state entitled, "Certificate of resignation of registered agent of... (name of designating  limited  partnership)  under  subdivision  (c)  of section  121-105  of the Revised Limited Partnership Act" which shall be executed by such registered agent. It shall set forth:  (1) The name of the limited partnership, and if it has  been  changed, the  name  under  which  it was organized. A foreign limited partnership must set forth its name and the  fictitious  name  the  foreign  limited partnership  has agreed to use in this state pursuant to section 121-902 of this article.  (2) The date the certificate of limited partnership or certificate  of application  for  authority  of the limited partnership was filed by the department of state.  (3) That he resigns as registered agent for the limited partnership.  (4) That he has sent a copy  of  the  certificate  of  resignation  by registered mail to the limited partnership at the post office address on file  in the department of state specified for the mailing of process or if such address is the address of the  registered  agent,  then  to  the office  of  the  designating limited partnership and the jurisdiction of its organization.  (d) The designation of a registered agent shall terminate thirty  days after  the  filing  by  the  department  of  state of the certificate of resignation. A certificate designating a new  registered  agent  may  be delivered  to  the department of state by the limited partnership within the thirty days or thereafter.
NY Pship L § 121-106 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-106 - Records.

§  121-106.  Records.  (a)  Each  domestic  limited  partnership shall maintain the following records, which may, but need not,  be  maintained in this state:  (1)  a current list of the full name and last known mailing address of each  partner  set  forth  in  alphabetical  order  together  with   the contribution  and  the  share  in  profits and losses of each partner or information from which such share can be readily derived;  (2)  a  copy  of  the  certificate  of  limited  partnership  and  all amendments  thereto,  together  with  executed  copies  of any powers of attorney pursuant  to  which  any  certificate  or  amendment  has  been executed;  (3)  a  copy  of the partnership agreement, any amendments thereto and any amended and restated partnership agreements; and  (4) a copy of the limited  partnership's  federal,  state,  and  local income  tax  or  information  returns and reports, if any, for the three most recent fiscal years.  (b) Any partner may, subject to reasonable standards  as  may  be  set forth  in  the  partnership  agreement  or  otherwise established by the general partners, inspect and copy at his own expense  for  any  purpose reasonably  related  to  the partner's interest as a partner the records referred to in subdivision (a) of this section, any financial statements maintained by the limited partnership for the three most  recent  fiscal years  and  other  information  regarding  the  affairs  of  the limited partnership as is just and reasonable.
NY Pship L § 121-107 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-107 - Nature of Business.

§  121-107. Nature of business. A limited partnership may carry on any   business that a partnership without limited partners may carry on except   as prohibited by law.
NY Pship L § 121-108 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-108 - Business Transactions of Partner With the Partnership.

§  121-108.  Business  transactions  of  partner with the partnership.   Except as may be provided in the partnership agreement,  a  partner  may   lend  money  to,  borrow  money  from, act as a guarantor or surety for,   provide collateral for the obligations of, and transact  other  business   with  the limited partnership, and, subject to other applicable law, has   the same rights and obligations with respect thereto as a person who  is   not a partner.
NY Pship L § 121-109-A (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-109-A - Electronic Service of Process.

* §  121-109-a.  Electronic service of process. The secretary of state   shall advise any partnership subject to the  laws  of  this  article  in   prominent  written  form  as  follows: (a) electronic service of process   authorized by the provisions of this chapter is an optional  program  at   no  additional cost to the user; (b) any partnership subject to the laws   of this chapter will continue to receive  service  of  process  by  mail   unless  such partnership notifies the secretary of an affirmative choice   to receive service of process by way of the program  through  electronic   means,  in  which  case digital copies will be made accessible but paper   documents will not be mailed; and (c) such choice may be reversed by the   partnership at any time and, thereafter, service by mail will resume.* NB Effective January 1, 2023
NY Pship L § 121-110 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-110 - The Partnership Agreement.

§  121-110.  The  partnership agreement. (a) The partnership agreement shall be signed by all general partners, in person or  by  attorneys  in fact, and may, but need not, be signed by the limited partners.  (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.
NY Pship L § 121-203 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-203 - Cancellation of Certificate.

§  121-203.  Cancellation  of  certificate.  (a)  Within  ninety  days following the dissolution and the commencement  of  winding  up  of  the limited partnership, or at any other time there are no limited partners, a  certificate  of  cancellation  shall  be filed with the department of state entitled, "Certificate of  cancellation  of...  (name  of  limited partnership)  under  section  121-203 of the Revised Limited Partnership Act" and executed in accordance with section 121-204  of  this  article. The certificate of cancellation shall set forth:  (1)  the  name of the limited partnership; and if it has been changed, the name under which it was formed;  (2) the date of filing of its certificate of limited  partnership  and each subsequent amendment thereto;  (3) the event giving rise to the filing of the certificate; and  (4)   any   other  information  the  persons  filing  the  certificate determine.  (b) The cancellation of the  certificate  of  limited  partnership  is effective at the time of the filing of the certificate of cancellation.  (c)  The  cancellation of the certificate of limited partnership shall not affect the liability of the limited partners during  the  period  of winding up and termination of the partnership.
NY Pship L § 121-204 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-204 - Execution of Certificates.

§ 121-204. Execution of certificates. (a) Each certificate required by this  article to be filed with the department of state shall be executed in the following manner:  (1) an initial certificate of limited partnership must  be  signed  by all general partners named therein;  (2)  a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the  certificate of amendment as a new general partner;  (3)  a  certificate  of  cancellation  must  be  signed by all general partners or, if there is no general partner, unless  otherwise  provided in  the  partnership agreement, by a majority in interest of the limited partners; and  (4) all other certificates must be signed  by  at  least  one  general partner.  (b) Any person may sign any certificate by an attorney in fact. Powers of  attorney  relating to the signing of a certificate by an attorney in fact need not be filed with the department  of  state  nor  provided  as evidence  of  authority by the person filing, but must be retained among the records of the partnership.  (c) Each certificate must be signed.  (d) Each certificate must  include  the  name  and  capacity  of  each signer.
NY Pship L § 121-205 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-205 - Execution, Amendment or Cancellation by Judicial Act.

§  121-205.  Execution, amendment or cancellation by judicial act. (a) If a person required by section 121-204 of this  article  to  execute  a certificate  fails  or  refuses to do so, any partner, and any permitted assignee of a partnership interest, who is  adversely  affected  by  the failure  or  refusal  may  petition  the  supreme  court in the judicial district in which the office of the limited partnership  is  located  to direct  the  execution  of  the certificate. If the court finds that the certificate should be executed  and  that  such  person  has  failed  or refused  to  execute the certificate, it shall order such person to file an appropriate certificate.  (b) If a person  contractually  obligated  to  execute  as  a  limited partner  a  partnership  agreement  of  an  existing partnership, or any amendment thereto, fails or refuses to  do  so,  any  partner,  and  any assignee  of  a  partnership  interest, who is adversely affected by the failure or refusal may  petition  the  supreme  court  in  the  judicial district  referred  to  in subdivision (a) of this section to direct the execution of the partnership agreement or amendment. If the court  finds that  such person has breached a contractual obligation binding upon him to execute the agreement or amendment, it shall enter an order  granting appropriate relief.
NY Pship L § 121-206 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-206 - Filing With the Department of State.

§  121-206.  Filing with the department of state. A signed certificate   of limited partnership and any signed certificates of amendment or other   certificates filed pursuant to this article or of any judicial decree of   amendment or cancellation shall be delivered to the department of state.   If the instrument which is delivered to  the  department  of  state  for   filing  complies  as to form with the requirements of law and the filing   fee required by any statute of this state in  connection  therewith  has   been  paid,  the instrument shall be filed and indexed by the department   of state.
NY Pship L § 121-207 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-207 - Liability for False Statement in Certificate.

§  121-207.  Liability  for false statement in certificate. (a) If any certificate of limited partnership, certificate of amendment,  or  other certificate  filed  pursuant to this article contains a materially false statement, one who suffers loss by reasonable reliance on the  statement may recover damages for the loss from:  (1)  any  person  who  executes  the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew  of the  filing  of  such certificate and who knew or should have known with the exercise of reasonable care and diligence, the statement to be false in any material respect at the time the certificate was executed; and  (2) any general partner who thereafter knows of  the  filing  of  such certificate  and  who  knows  or  should have known with the exercise of reasonable care  and  diligence  that  any  arrangement  or  other  fact described  in the certificate has changed, making the statement false in any material respect, if that general partner had ninety days  to  amend or  cancel  the  certificate, or to file a petition for its amendment or cancellation before the statement was relied upon.  (b) No person shall have  any  liability  for  failing  to  cause  the amendment  or  cancellation  of  a certificate to be filed or failing to file a petition for its amendment or cancellation, if the certificate or petition is filed within ninety days of the time when that  person  knew or  should have known that the statement in the certificate was false in any material respect.
NY Pship L § 121-208 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-208 - Restated Certificate of Limited Partnership.

§  121-208. Restated certificate of limited partnership. (a) A limited partnership may  restate  in  a  single  certificate  the  text  of  its certificate   of  limited  partnership,  without  making  any  amendment thereby. Alternatively, a limited partnership may restate  in  a  single certificate  the  text  of its certificate of limited partnership and as amended thereby to effect any one or more of the  amendments  authorized by this article.  (b) If the restated certificate of limited partnership merely restates and  integrates  but  does not amend or further amend the certificate of limited partnership, it shall be executed by a general partner.  If  the restated  certificate  also  amends or further amends the certificate of limited partnership, it shall be executed  in  accordance  with  section 121-204 of this article.  (c)  The  restated  certificate  shall be filed with the department of state in accordance with section 121-206 of this article and  shall  set forth:  (1)  the  name of the limited partnership and, if it has been changed, the name under which it was formed;  (2) the date of filing of its certificate of limited partnership;  (3) if the restated certificate restates the text of  the  certificate of  limited  partnership without making any amendments, then a statement that the text of the  certificate  of  limited  partnership  is  thereby restated without amendment to read as therein set forth in full; or  (4)  if  the restated certificate restates the text of the certificate of limited partnership, and is amended thereby, then  a  statement  that the  certificate of limited partnership is amended to effect one or more of the amendments authorized  by  this  article,  specifying  each  such amendment and that the text of the certificate of limited partnership is thereby restated as amended to read as therein set forth in full.  (d)  Any amendments effected in connection with the restatement of the certificate of  limited  partnership  shall  be  subject  to  any  other provision of this article which would apply if a separate certificate of amendment were filed to effect such amendment.