2023 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.