reglab/housing_qa huggingface dataset:
NY Pship L § 121-705 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-705 - Liability Upon Assignment.

§   121-705.   Liability  upon  assignment.  (a)  The  assignor  of  a partnership interest is not  released  from  any  liability  under  this article  or  the  partnership  agreement, except liabilities which arise after the effectiveness of the assignment and are  pursuant  to  section 121-207  of  this  article,  section  121-607 of this article or, in the event the assignee becomes a limited partner, unless otherwise  provided in the partnership agreement, section 121-502 of this article.  (b)  An  assignee  who  becomes  a  limited  partner is liable for the obligations to make contributions and return distributions  as  provided for  in  this  article,  provided,  however,  that  the  assignee is not obligated for liabilities unknown to the assignee at the time he  became a   limited  partner  and  which  could  not  be  ascertained  from  the partnership agreement and provided, further, that the  assignee  is  not obligated  for  any  accrued  liabilities of the assignor at the time of assignment unless the assignee specifically assumes such liabilities.
NY Pship L § 121-706 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-706 - Power of Estate of Deceased or Incompetent Partner.

§  121-706.  Power  of  estate  of  deceased  or  incompetent partner.   Subject to subdivision (f) of section 121-402  of  this  article,  if  a   partner  who  is an individual dies or a court of competent jurisdiction   adjudges him to be incompetent to manage his person or his property, the   partner's executor, administrator, guardian, conservator or other  legal   representative  may exercise all of the partner's rights for the purpose   of settling his estate or  administering  his  property,  including  any   power under the partnership agreement of an assignee to become a limited   partner.  If  a  partner is a corporation, trust, or other entity and is   dissolved or terminated, the powers of that partner may be exercised  by   its legal representative or successor.
NY Pship L § 121-801 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-801 - Nonjudicial Dissolution.

§ 121-801. Nonjudicial dissolution. A limited partnership is dissolved and  its  affairs  shall  be wound up upon the happening of the first to occur of the following:  (a) at the time, if  any,  provided  in  the  certificate  of  limited partnership;  (b)  at  the  time  or  upon  the happening of events specified in the partnership agreement;  (c) subject to any requirement in the partnership agreement  requiring approval  by  any  greater  or lesser percentage of limited partners and general partners, upon the written consent (1) of  all  of  the  general partners  and  (2)  of  a  majority in interest of each class of limited partners;  (d) an event of withdrawal of a general partner unless (1) at the time there is  at  least  one  other  general  partner  and  the  partnership agreement  permits the business of the limited partnership to be carried on by the remaining general partner and that partner  does  so,  or  (2) unless  the  partnership  agreement provides otherwise, if within ninety days after the withdrawal of the last general partner, not less  than  a majority  in  interest  of  the  limited  partners  agree  in writing to continue the business of the limited partnership and to the appointment, effective as of the date  of  withdrawal,  of  one  or  more  additional general partners if necessary or desired; or  (e) entry of a decree of judicial dissolution under section 121-802 of this article.  (f)  a  limited  partnership  whose  original  certificate  of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed  by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement.
NY Pship L § 121-802 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-802 - Judicial Dissolution.

§  121-802.  Judicial dissolution. On application by or for a partner,   the supreme court in the judicial district in which the  office  of  the   limited  partnership  is  located  may  decree  dissolution of a limited   partnership whenever it is not reasonably practicable to  carry  on  the   business  in conformity with the partnership agreement. A certified copy   of the order of dissolution shall be filed by  the  applicant  with  the   department of state within thirty days of its issuance.
NY Pship L § 121-803 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-803 - Winding Up.

§  121-803. Winding up. (a) In the event of a dissolution of a limited partnership, except for a dissolution pursuant  to  section  121-802  of this  article,  unless  otherwise provided in the partnership agreement, the general  partners  who  have  not  wrongfully  dissolved  a  limited partnership  or,  if none, the limited partners, may wind up the limited partnership's affairs; upon  cause  shown,  the  supreme  court  in  the judicial  district  in  which  the  office of the limited partnership is located may wind up the limited partnership's affairs  upon  application of any partner, his legal representative, or assignee, and in connection therewith may appoint a receiver or liquidating trustee.  (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.
NY Pship L § 121-804 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-804 - Distribution of Assets.

§  121-804.  Distribution  of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows:  (a) to creditors, including partners who are creditors, to the  extent permitted  by  law,  in  satisfaction  of  liabilities  of  the  limited partnership,  whether  by  payment  or  by  establishment  of   adequate reserves,  other  than  liabilities  for distributions to partners under section 121-601 or 121-604 of this article;  (b) except as provided in the partnership agreement, to  partners  and former  partners  in satisfaction of liabilities for distributions under section 121-601 or 121-604 of this article; and  (c) except as provided in the partnership agreement, to partners first for the return of their contributions,  to  the  extent  not  previously returned,  and  secondly  respecting their partnership interests, in the proportions in which the partners share in distributions  in  accordance with section 121-504 of this article.
NY Pship L § 121-901 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-901 - Law Governing.

§  121-901.  Law governing. Subject to the constitution of this state,   the laws of the jurisdiction under which a foreign  limited  partnership   is  organized  govern  its  organization  and  internal  affairs and the   liability of its limited partners.
NY Pship L § 121-903 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-903 - Certificate of Amendment.

§   121-903.   Certificate  of  amendment.  (a)  A  foreign  limited partnership may amend its application for authority from time to time if the amendments  contain  only  such  provisions  as  might  be  lawfully contained  in  an  application  for authority at the time of making such amendment.   To  accomplish  such  amendment,  a  certificate,  entitled "Certificate  of  amendment  of...(name  of  limited  partnership) under section 121-903 of the Revised Limited Partnership Act," shall be signed and delivered to the department of state. It shall set forth:  (1) the name of the foreign organization as it appears on the index of names of existing domestic and authorized foreign  limited  partnerships of any type or kind in the department of state, and the fictitious name, if  any, the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article;  (2) the jurisdiction of its organization;  (3) the date it was authorized to do business in this state;  (4) each amendment effected thereby; and  (5) if the true name of the  foreign  limited  partnership  is  to  be changed, a statement that the change of name has been effected under the laws of the jurisdiction of its organization and the date the change was so effected.  (b)  Every  foreign  limited  partnership  which has received a filing receipt evidencing authority as provided herein,  shall,  within  ninety days  after it has changed its name in the jurisdiction of its formation file an amendment to its application with the department of state  under subdivision (a) of this section.
NY Pship L § 121-904 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-904 - Application for Authority; Effect.

§  121-904.  Application for authority; effect. (a) Upon filing by the department of state of the application for authority the foreign limited partnership shall be authorized to  do  business  in  this  state.  Such authority  shall  continue  so  long  as  it retains its authority to do business in the jurisdiction of its formation and its  authority  to  do business  has  not been surrendered, suspended or annulled in accordance with the law.  (b) A foreign limited partnership which has received a certificate  of authority  shall  have  such powers to conduct business in this state as are permitted by the laws of the jurisdiction in which it was  organized but  no  greater than those of a domestic limited partnership; provided, that this subdivision shall not affect the powers of the foreign limited partnership outside this state.
NY Pship L § 121-905 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-905 - Surrender of Certificate of Authority.

§  121-905.  Surrender  of  certificate  of  authority.  (a) A foreign limited partnership may surrender its certificate of authority by filing with the department of state a  certificate  entitled,  "Certificate  of surrender of authority of.... (name of limited partnership)" signed by a general partner, or by a trustee, receiver or other person authorized by law  to  wind  up such partnership. The authority of the foreign limited partnership to do business in this state shall terminate on such  filing of  the  certificate  of  surrender  of authority. A surrender shall not terminate the authority of the secretary of state to accept  service  of process  on  the  foreign  limited partnership with respect to causes of action arising out of doing business in this state.  (b) The certificate of surrender of authority shall state:  (1) the name of the foreign limited partnership as it appears  on  the index  of  names  of  existing  domestic  and authorized foreign limited partnerships of any type or kind in the department  of  state,  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 jurisdiction where it was organized;  (3) the date on which its certificate of authority to do  business  in this state was filed with the department of state;  (4) that it surrenders its authority to do business in this state;  (5)  that  it  revokes  the authority of its registered agent, if any, previously designated, and that it consents that process against  it  in any  action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of  state  in  the  manner  set forth in section 121-109 of this article; and   * (6)  a post office address within or without this state to which the secretary of state shall mail a copy of any process  against  it  served upon him.   * NB Effective until January 1, 2023   * (6)  a post office address within or without this state to which the secretary of state shall mail a copy of any process  against  it  served upon him or her. The limited partnership may include an email address to which  the  secretary  of  state  shall  email a notice of the fact that process against it has been electronically served upon him or her.   * NB Effective January 1, 2023
NY Pship L § 121-907 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-907 - Doing Business Without Certificate of Authority.

§  121-907.  Doing  business  without  certificate of authority. (a) A foreign limited partnership doing business in this state without  having received a certificate of authority to do business in this state may not maintain  any  action,  suit  or special proceeding in any court of this state  unless  and  until  such  partnership  shall  have   received   a certificate of authority in this state.  (b)  The  failure  of  a  foreign  limited  partnership  that is doing business in this state to comply with the provision of this article does not impair the validity of any contract or act of  the  foreign  limited partnership  or  prevent  the foreign limited partnership from defending any action or special proceeding in any court of this state.  (c) A limited partner of a foreign limited partnership is  not  liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's doing or having done business in this state without having received a certificate of authority.  (d)  A  foreign  limited  partnership  by doing business in this state without authority appoints the secretary  of  state  as  its  agent  for service of process with respect to causes of action arising out of doing business  in  this state. In any such case, process against such foreign limited partnership may be served upon the secretary  of  state  in  the manner set forth in section 121-109 of this article.
NY Pship L § 121-908 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-908 - Violations.

§ 121-908. Violations. The attorney general shall, upon his own motion   or  upon  the  motion  of  proper parties, bring an action to restrain a   foreign limited partnership without  a  certificate  of  authority  from   doing  any  business in this state in violation of this article, or from   doing any business in this state which is prohibited under the  laws  of   this  state.  The  attorney  general  may  bring  an  action  or special   proceeding to annul the authority of a foreign limited partnership which   is doing any business in this state which is prohibited under  the  laws   of  this  state.  The attorney general shall deliver a certified copy of   the order of annulment to the  department  of  state.  Upon  the  filing   thereof  by  the department of state the certificate of authority of the   foreign limited partnership to  do  business  in  this  state  shall  be   annulled,  and  the  provisions of section 121-906 of this article shall   thereafter be applicable.   The secretary of  state  shall  continue  as   agent  of  the  foreign limited partnership upon whom process against it   may be served in any action, suit or special proceeding based  upon  any   liability  or  obligation  incurred  by  the  foregoing  foreign limited   partnership within the state prior to the filing of the  certified  copy   of the order of annulment by the department of state.
NY Pship L § 121-1001 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1001 - Parties to Actions.

§ 121-1001. Parties to actions. A limited partner, unless he is also a   general  partner,  is  not a proper party to proceedings by or against a   partnership, except where the object is to enforce a  limited  partner's   right  against  or  liability  to  the  partnership  and except in cases   provided for in section 121-1002 of this article.
NY Pship L § 121-1002 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1002 - Limited Partners' Derivative Action.

§ 121-1002. Limited partners' derivative action. (a) A limited partner may  bring  an action in the right of a limited partnership to recover a judgment in its favor if all general partners with authority  to  do  so have  refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.  (b) In a derivative action, at least one plaintiff must be  a  limited partner  at  the  time of bringing the action and (i) at the time of the transaction of which he complains, or  (ii)  his  status  as  a  limited partner  had devolved upon him by operation of law or in accordance with the terms of the partnership agreement from a person who was  a  partner at the time of the transaction of which he complains.  (c)  In  a  derivative  action,  the  complaint  shall  set forth with particularity the efforts of the plaintiff to secure the  initiation  of such  action  by  a  general partner, or the reasons for not making such effort.  (d) A derivative action shall  not  be  discontinued,  compromised  or settled  without  the  approval  of the court having jurisdiction of the action. If the court shall determine that the interests of  the  limited partners   will   be  substantially  affected  by  such  discontinuance, compromise or settlement, the court, in its discretion, may direct  that notice,  by  publication  or  otherwise,  shall  be given to the limited partners whose interests it determines will be so affected. If notice is so directed to be given, the court may determine which one  or  more  of the parties to the action shall bear the expenses of giving the same, in such  amount  as  the court shall determine and find to be reasonable in the circumstances, and the amount of such expense shall  be  awarded  as special  costs  of  the  action  and  recoverable  in the same manner as statutory taxable costs.  (e) If the derivative action on behalf of the limited  partnership  is successful,  in  whole  or  in  part,  or if anything is received by the plaintiff or plaintiffs or a claimant or claimants  as  a  result  of  a judgment,  compromise or settlement of an action or claim, the court may award the plaintiff or  plaintiffs,  claimant  or  claimants  reasonable expenses,  including reasonable attorneys' fees, and shall direct him or them to account to the limited partnership  for  the  remainder  of  the proceeds so received by him or them. This subdivision shall not apply to any  judgment  rendered for the benefit of injured limited partners only and limited to a recovery of the loss or damage sustained by them.
NY Pship L § 121-1003 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1003 - Security for Expenses.

§  121-1003.  Security  for  expenses. In a derivative action, brought   pursuant to section 121-1002 of this article, unless  the  contributions   of or allocable to the plaintiff or plaintiffs amount to five percent or   more  of  the  contributions of all limited partners, in their status as   limited  partners,  or  such  contributions  of  or  allocable  to  such   plaintiff  or  plaintiffs  have a fair value in excess of fifty thousand   dollars, the limited partnership in whose right such action  is  brought   shall  be entitled at any stage of the proceedings before final judgment   to require  the  plaintiff  or  plaintiffs  to  give  security  for  the   reasonable expenses, including attorney's fees, which may be incurred by   it  in connection with such action and by the other parties defendant in   connection therewith for which the limited partnership may become liable   under this article or under any contract or  otherwise  under  law.  The   limited  partnership shall have recourse to such security in such amount   as the court having jurisdiction of such action shall determine upon the   termination of such action.  Notwithstanding the first sentence of  this   section,  the amount of any security may from time to time be determined   in the discretion of the court having jurisdiction of such action,  even   if the five percent of contributions or fifty thousand dollar value test   is met, upon a showing of the need therefor.
NY Pship L § 121-1004 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1004 - Indemnification of General Partner.

§  121-1004. Indemnification of general partner. (a) No provision made to indemnify general partners for the defense of  a  derivative  action, brought  pursuant to section 121-1002 of this article, whether contained in  the  partnership  agreement  or  otherwise,   nor   any   award   of indemnification  by  a court, shall be valid unless consistent with this section. Nothing contained in this section shall affect  any  rights  to indemnification  to  which limited partners, employees and agents of the limited partnership who are not general  partners  may  be  entitled  by contract or otherwise under law.  (b)  A limited partnership may indemnify, and may advance expenses to, any general partner, including a general partner  made  a  party  to  an action  in  the  right of a limited partnership to procure a judgment in its favor by reason of the fact that he, his testator or  intestate,  is or  was  a  general partner in the limited partnership, provided that no indemnification may be made to or on behalf of any general partner if  a judgment  or  other  final  adjudication  adverse to the general partner establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to  the  cause  of action  so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
NY Pship L § 121-1101 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1101 - Merger and Consolidation of Limited Partnerships.

§  121-1101. Merger and consolidation of limited partnerships.  One or   more limited partnerships formed under this article  or  which  complies   with subdivision (a) of section 121-1202 of this article may merge with,   or  consolidate into, a limited partnership formed under this article or   which complies with subdivision (a) of such section or under the law  of   any  other  state.  Whenever used in this article, "merger" shall mean a   procedure in which two or more limited partnerships merge into a  single   limited  partnership  which  shall  be  one  of  the constituent limited   partnerships and "consolidation" shall mean a procedure in which two  or   more  limited partnerships consolidate into a single limited partnership   which shall be a new limited partnership to be formed  pursuant  to  the   consolidation.