reglab/statecodes huggingface dataset:
2023 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  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.
(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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-202 - Amendment of the Certificate of Limited Partnership.

§  121-202. Amendment of the certificate of limited partnership. (a) A
certificate of  limited  partnership  is  amended  by  filing  with  the
department   of  state  a  certificate  of  amendment  thereto  entitled
"Certificate of amendment of  the  certificate  of  limited  partnership
of... (name of limited partnership) under section 121-202 of the Revised
Limited  Partnership  Act,"  and  executed  in  accordance  with section
121-204 of this article. The certificate of amendment 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 its certificate of limited partnership;
(3)  Each amendment effected thereby, setting forth the subject matter
of each provision of the certificate of limited partnership which is  to
be  amended  or  eliminated  and  the  full  text  of  the  provision or
provisions, if any, which are to be substituted or added; and
(4) If the amendment reflects the admission or withdrawal  of  one  or
more general partners, the name and business or residence street address
of  such  general partner or partners and the date or dates of admission
or withdrawal.
(b) No later than ninety days  after  the  happening  of  any  of  the
following  events,  an amendment to a certificate of limited partnership
reflecting the occurrence of the event or events shall  be  filed  by  a
general partner:
(1) the admission of a general partner;
(2) the withdrawal of a general partner;
(3)  the continuation of the partnership under section 121-801 of this
article after an event of withdrawal of a general partner; or
(4) a change in the name of the limited partnership, or  a  change  in
the  post  office  address  to which the secretary of state shall mail a
copy of any process against the limited partnership  served  on  him  or
her, a change in the email address to which the secretary of state shall
email  a notice of the fact that process against the limited partnership
has been electronically served upon him or her, or a change in the  name
or  address  of  the registered agent, if such change is made other than
pursuant to section 121-104 or 121-105 of this article.
(c) A general partner who  becomes  aware  that  any  statement  in  a
certificate  of  limited  partnership  was false in any material respect
when made or that a matter described has changed, making the certificate
inaccurate in any material respect, shall amend the  certificate  within
ninety days of becoming aware of such fact.
(d)  A  certificate  of limited partnership may be amended at any time
for any other proper purpose which the general partners may determine.
(e) Unless otherwise  provided  in  this  article,  a  certificate  of
amendment  shall  be  effective  at  the  time  of  its  filing with the
department of state.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-301 - Admission of Limited Partners.

§  121-301.  Admission  of  limited  partners.  (a) A person becomes a
limited partner on the later of:
(1)  the  effective  date  of  the  original  certificate  of  limited
partnership; or
(2) the date as of which the person becomes a limited partner pursuant
to  the  partnership  agreement; provided, however, that if such date is
not ascertainable, the  date  stated  in  the  records  of  the  limited
partnership.
(b)  After  the  effective  date  of  a limited partnership's original
certificate of limited partnership,  a  person  may  be  admitted  as  a
limited partner:
(1)  in the case of a person acquiring a partnership interest directly
from the limited  partnership,  upon  compliance  with  the  partnership
agreement or, if the partnership agreement does not so provide, upon the
written consent of all partners; and
(2)  in the case of an assignee of a partnership interest of a partner
who has the power, as provided in section 121-704 of  this  article,  to
grant  the  assignee  the  right  to  become a limited partner, upon the
exercise of that power and compliance with any conditions  limiting  the
grant or exercise of the power.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-302 - Classes and Voting by Limited Partners.

§  121-302.  Classes and voting by limited partners. (a) A partnership
agreement may provide for classes or groups of limited  partners  having
such  relative  rights  and  powers  as  the  partnership  agreement may
provide, and may make provision for the future creation  in  the  manner
provided  in  the partnership agreement of additional classes of limited
partners having such relative rights and powers as may from time to time
be established pursuant to the partnership  agreement  including  rights
and   duties  senior  to  existing  classes  of  limited  partners.  The
partnership agreement may grant to or withhold from all or one  or  more
classes of limited partners the right to vote, on a per capita, class or
other basis, upon any matter.
(b) A partnership agreement which grants a right to vote may set forth
provisions  relating  to  notice  of  the  time, place or purpose of any
meeting at which any matter is to be voted on by any  limited  partners,
waiver  of  any  such  notice,  action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or
by proxy, or any other matter with respect to the exercise of  any  such
right to vote.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-304 - Person Erroneously Believing Himself a Limited Partner.

§ 121-304. Person erroneously believing himself a limited partner. (a)
Except  as  provided  in  subdivision  (b) of this section, a person who
makes a contribution to a limited partnership  and  erroneously  but  in
good  faith believes that he has become a limited partner in the limited
partnership is not a general partner in the limited partnership  and  is
not  bound  by  its  obligations  by  reason of making the contribution,
receiving distributions from the limited partnership or  exercising  any
rights of a limited partner, if, on ascertaining the mistake, he:
(1)  causes  an  accurate  certificate  of  limited  partnership  or a
certificate of amendment to be executed and filed; or
(2) withdraws from the partnership by executing and delivering to  the
limited  partnership  a  written  notice declaring withdrawal under this
section.
(b) A person who  makes  a  contribution  of  the  kind  described  in
subdivision  (a)  of  this section is liable as a general partner to any
third party who transacts business  with  the  limited  partnership  (i)
before  the  person withdraws and an appropriate certificate is filed to
show withdrawal, or (ii) before an appropriate certificate is  filed  to
show  that  he  is not a general partner, but in either case only if the
third party  reasonably  believed,  based  upon  the  limited  partner's
conduct,  that  the  limited  partner was a general partner and extended
credit to the partnership in reasonable reliance on the credit  of  such
person.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-401 - Admission of Additional General Partners.

§  121-401.  Admission  of  additional  general  partners.  After  the
  effective date of  the  original  certificate  of  limited  partnership,
  additional   general  partners  may  be  admitted  as  provided  in  the
  partnership agreement, or if the partnership agreement does not  provide
  for  the  admission  of  additional  general  partners, with the written
  consent of all partners.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-403 - General Powers and Liabilities.

§  121-403.  General powers and liabilities. (a) Except as provided in
this article or in the partnership agreement, a  general  partner  of  a
limited  partnership  has  the  rights  and powers and is subject to the
restrictions of a partner in a partnership without limited partners.
(b) Except as provided in this article, a general partner of a limited
partnership has the liabilities of a partner in  a  partnership  without
limited  partners  to persons other than the limited partnership and the
other partners.
(c)  Except  as  provided  in  this  article  or  in  the  partnership
agreement,   a   general  partner  of  a  limited  partnership  has  the
liabilities of a partner in a partnership without  limited  partners  to
the limited partnership and to the other partners.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-404 - Contributions by a General Partner.

§  121-404. Contributions by a general partner. A general partner of a
  limited partnership shall make contributions to the limited  partnership
  and  share  in the profits and losses of, and in distributions from, the
  limited partnership as a general partner. A  person  who  is  a  general
  partner  also  may  make contributions and share in profits, losses, and
  distributions as a limited partner. A  person  who  is  both  a  general
  partner  and a limited partner has the rights and powers, and is subject
  to the restrictions and liabilities, of a general partner and, except as
  provided in the partnership agreement, also has the rights  and  powers,
  and  is  subject to the restrictions, of a limited partner to the extent
  of his participation in the partnership as a limited partner.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-405 - Classes and Voting by General Partners.

§  121-405.  Classes and voting by general partners. (a) A partnership
agreement may provide for classes or groups of general  partners  having
such  relative  rights  and  powers  as  the  partnership  agreement may
provide, and may make provision for the future creation  in  the  manner
provided  in  the partnership agreement of additional classes of general
partners having such relative rights and powers as may from time to time
be established pursuant to the partnership  agreement  including  rights
and   powers  senior  to  existing  classes  of  general  partners.  The
partnership agreement may grant to all or to  one  or  more  classes  of
general  partners  the  right  to  vote, on a per capita, class or other
basis, upon any matter.
(b) A partnership agreement  may  set  forth  provisions  relating  to
notice  of the time, place or purpose of any meeting at which any matter
is to be voted on by any general partners, waiver of  any  such  notice,
action by consent without a meeting, the establishment of a record date,
quorum  requirements,  voting in person or by proxy, or any other matter
with respect to the exercise of any such right to vote.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-502 - Liability for Contributions.

§  121-502. Liability for contributions. (a) Except as provided in the
partnership agreement, a partner is obligated to perform any promise, to
contribute cash or property or to perform services  which  is  otherwise
enforceable  in  accordance with applicable law, even if he is unable to
perform because of death, disability or any other  reason.    Except  as
provided  in  the  partnership agreement, if a partner does not make any
required contribution of property or services, he is  obligated  at  the
option  of  the  limited  partnership  to  contribute cash equal to that
portion of the value, as stated in the partnership records if so stated,
of the contribution that has not been made. The foregoing  option  shall
be  in  addition to, and not in lieu of, any other rights, including the
right to specific performance, that the  limited  partnership  may  have
against such partner under the partnership agreement or applicable law.
(b)  Unless otherwise provided in the partnership agreement and except
as provided in section 121-705 of this  article,  the  obligation  of  a
partner to make a contribution or to return money or other property paid
or  distributed  in violation of this article may be compromised only by
consent of all the partners. Notwithstanding the compromise, a  creditor
of  a  limited  partnership  who  extends  credit  in  reliance  on that
obligation  may  enforce  the  original  obligation  to  the  extent  he
reasonably relied on such obligation.
(c)  A  partnership  agreement  may  provide  that the interest of any
partner who fails to make any required contribution shall be subject  to
specified  consequences of such failure.  Such consequences may take the
form of reducing or eliminating the defaulting partner's interest in the
limited partnership, subordinating his partnership interest to  that  of
nondefaulting  partners,  a forced sale of his partnership interest, the
lending  by  other  partners  of  the  amount  necessary  to  meet   his
commitment,  a  fixing  of  the  value  of  his  partnership interest by
appraisal or by formula  and  redemption  or  sale  of  his  partnership
interest at such value, or other consequences.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-503 - Sharing of Profits and Losses.

§  121-503. Sharing of profits and losses. The profits and losses of a
  limited partnership shall be allocated among the partners, and among the
  classes  of  partners,  in  the  manner  provided  in  the   partnership
  agreement. If the partnership agreement does not so provide, profits and
  losses  shall  be  allocated on the basis of the value, as stated in the
  records of the limited partnership if so stated, of  the  contributions,
  but  not  including defaulted obligations to make contributions, of each
  partner to the extent they have been received  by  or  promised  to  the
  limited partnership and have not been returned.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-504 - Sharing of Distributions.

§  121-504.  Sharing  of distributions. Distributions of cash or other
  assets of a limited partnership shall be allocated among  the  partners,
  and among classes of partners, in the manner provided in the partnership
  agreement  which  may,  among  other  things, establish record dates for
  distributions.   If the  partnership  agreement  does  not  so  provide,
  distributions shall be allocated on the basis of the value, as stated in
  the   records   of  the  limited  partnership,  if  so  stated,  of  the
  contributions,  but  not  including  defaulted   obligations   to   make
  contributions,  of each partner to the extent they have been received by
  or promised to the limited partnership and have not been returned.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-601 - Interim Distributions.

§  121-601. Interim distributions. Except as provided in this article,
  a  partner  is  entitled  to  receive  distributions  from   a   limited
  partnership  before  his  withdrawal  from  the  limited partnership and
  before the dissolution and winding up thereof to the extent and  at  the
  times  or  upon the happening of the events specified in the partnership
  agreement.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-602 - Withdrawal of a General Partner.

§  121-602.  Withdrawal  of  a  general partner. A general partner may
  withdraw from a limited partnership at any time by giving written notice
  to the other partners, but if the withdrawal  violates  the  partnership
  agreement,  the  limited  partnership  may  recover from the withdrawing
  general partner damages for breach of the partnership  agreement,  which
  may  be determined as set forth in the partnership agreement, and offset
  the damages against the amount otherwise distributable to him.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-603 - Withdrawal of a Limited Partner.

§ 121-603. Withdrawal of a limited partner.  (a) A limited partner may
withdraw from a limited partnership at the time or upon the happening of
events specified in the partnership agreement and in accordance with the
partnership  agreement.   Notwithstanding anything to the contrary under
applicable law, unless a partnership  agreement  provides  otherwise,  a
limited partner may not withdraw from a limited partnership prior to the
dissolution  and  winding up of the limited partnership. Notwithstanding
anything to the contrary under applicable law, a  partnership  agreement
may provide that a partnership interest may not be assigned prior to the
dissolution and winding up of the limited partnership.
(b)  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.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-604 - Right to Distribution Upon Withdrawal.

§  121-604.  Right to distribution upon withdrawal. Except as provided
  in this article upon withdrawal any withdrawing partner is  entitled  to
  receive  any  distribution to which he is entitled under the partnership
  agreement and, if not otherwise provided in the  partnership  agreement,
  he  is  entitled  to receive, within a reasonable time after withdrawal,
  the fair value of his interest in the limited partnership as of the date
  of withdrawal based upon his right to share in  distributions  from  the
  limited partnership.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-605 - Distribution in Kind.

§ 121-605. Distribution in kind. Except as provided in the partnership
  agreement,  a partner, regardless of the nature of his contribution, has
  no  right  to  demand  and  receive  any  distribution  from  a  limited
  partnership  in  any  form  other  than  cash. Except as provided in the
  partnership agreement, a partner  may  not  be  compelled  to  accept  a
  distribution  of  any  asset  in  kind from a limited partnership to the
  extent that the percentage of the asset distributed  to  him  exceeds  a
  percentage  of  that  asset which is equal to the percentage in which he
  shares in distributions from the limited partnership.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-606 - Right to Distribution.

§  121-606.  Right  to  distribution.  Subject to sections 121-607 and
  121-804 of this article, at the  time  a  partner  becomes  entitled  to
  receive  a  distribution,  he  has the status of, and is entitled to all
  remedies available to,  a  creditor  of  the  limited  partnership  with
  respect to the distribution.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-607 - Limitations on Distribution.

§  121-607.  Limitations  on  distribution.  (a) A limited partnership
shall not make a distribution to a partner to the extent  that,  at  the
time  of  the distribution, after giving effect to the distribution, all
liabilities of  the  limited  partnership,  other  than  liabilities  to
partners  on  account of their partnership interests and liabilities for
which recourse of creditors is limited  to  specified  property  of  the
limited  partnership,  exceed the fair market value of the assets of the
limited partnership, except that the fair market value of property  that
is subject to a liability for which the recourse of creditors is limited
shall  be  included in the assets of the limited partnership only to the
extent that the fair value of that property exceeds that liability.
(b) A limited partner who receives  a  distribution  in  violation  of
subdivision  (a)  of  this  section,  and  who  knew  at the time of the
distribution that the distribution  violated  subdivision  (a)  of  this
section,  shall  be  liable to the limited partnership for the amount of
the distribution.   A limited partner who  receives  a  distribution  in
violation  of  subdivision  (a) of this section, and who did not know at
the time of the distribution that the distribution violated  subdivision
(a)  of  this  section,  shall  not  be  liable  for  the  amount of the
distribution.    Subject  to  subdivision  (c)  of  this  section,  this
subdivision  shall  not  affect any obligation or liability of a limited
partner under a partnership agreement or other applicable  law  for  the
amount of a distribution.
(c) Unless otherwise agreed, a limited partner who receives a wrongful
distribution  from  a  limited partnership shall have no liability under
this article or other applicable law for the amount of the  distribution
after the expiration of three years from the date of the distribution.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-702 - Assignment of Partnership Interest.

§  121-702. Assignment of partnership interest. (a) Except as provided
in the partnership agreement,
(1) A partnership interest is assignable in whole or in part;
(2) An assignment of  a  partnership  interest  does  not  dissolve  a
limited partnership or entitle the assignee to become or to exercise any
rights or powers of a partner;
(3)  The  only  effect  of an assignment is to entitle the assignee to
receive, to the extent assigned, the distributions  and  allocations  of
profits and losses to which the assignor would be entitled; and
(4) A partner ceases to be a partner and to have the power to exercise
any  rights  or  powers  of  a  partner  upon  assignment  of all of his
partnership interest.  Unless  otherwise  provided  in  the  partnership
agreement,  the  pledge of, or the granting of a security interest, lien
or other encumbrance in or  against,  any  or  all  of  the  partnership
interest  of  a  partner  shall  not  cause the partner to cease to be a
partner or to have the power to exercise  any  rights  or  powers  of  a
partner.
(b)  The  partnership  agreement  may provide that a limited partner's
interest may be evidenced by a certificate issued by the partnership and
may also provide for the assignment or transfer of any of  the  interest
represented by such a certificate. A limited partner's interest may be a
certificated  security  or an uncertificated security within the meaning
of section 8--102 of the uniform commercial code if the requirements  of
section  8--103(c) are met, and if the requirements are not met shall be
deemed to be a general intangible.
(c) Unless otherwise provided in a partnership agreement and except to
the extent assumed by agreement, until  an  assignee  of  a  partnership
interest  becomes  a  partner, the assignee shall have no liability as a
partner solely as a result of the assignment.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-703 - Rights of Creditor.

§  121-703. Rights of creditor. On application to a court of competent
  jurisdiction by any judgment creditor of a partner, the court may charge
  the partnership interest of the partner with payment of the  unsatisfied
  amount  of  the  judgment  with  interest. To the extent so charged, the
  judgment creditor has only the rights of an assignee of the  partnership
  interest.  This  article  does not deprive any partner of the benefit of
  any exemption laws applicable to his partnership interest.
2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-704 - Right of Assignee to Become Limited Partner.

§  121-704.  Right  of  assignee  to  become  limited  partner. (a) An
assignee of a partnership interest, including an assignee of  a  general
partner,  may  become  a  limited  partner if (i) the assignor gives the
assignee  that  right  in  accordance  with  authority  granted  in  the
partnership agreement, or (ii) all partners consent in writing, or (iii)
to the extent that the partnership agreement so provides.
(b)  An  assignee  who has become a limited partner has, to the extent
assigned, the rights and powers, and is subject to the restrictions  and
liabilities,  of  a  limited partner under the partnership agreement and
this article. Notwithstanding the foregoing, unless  otherwise  provided
in  the partnership agreement, an assignee who becomes a limited partner
is liable for the obligations of his assignor to make  contributions  as
provided in section 121-502 of this article, but shall not be liable for
the  obligations  of  his assignor under sections 121-603 and 121-607 of
this article. However, the assignee is not  obligated  for  liabilities,
including  the  obligations  of  his  assignor  to make contributions as
provided in section 121-502 of this article, unknown to the assignee  at
the time he becomes a limited partner.
2023 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.
2023 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.
2023 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.
2023 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.