reglab/statecodes huggingface dataset:
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 68 - Right to Wind Up.

§ 68. Right to wind up.  Unless otherwise agreed the partners who have
  not  wrongfully dissolved the partnership or the legal representative of
  the last surviving partner, not bankrupt, has the right to wind  up  the
  partnership  affairs;  provided,  however,  that  any partner, his legal
  representative, or his assignee, upon cause shown, may obtain winding up
  by the court.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 69 - Rights of Partners to Application of Partnership Property.

§  69.  Rights  of  partners to application of partnership property 1.
When dissolution is caused in any way, except in  contravention  of  the
partnership  agreement,  each partner, as against his copartners and all
persons claiming through them in  respect  of  their  interests  in  the
partnership,  unless otherwise agreed, may have the partnership property
applied to discharge its liabilities, and the surplus applied to pay  in
cash the net amount owing to the respective partners. But if dissolution
is  caused  by  expulsion  of a partner, bona fide under the partnership
agreement,  and  if  the  expelled  partner  is  discharged   from   all
partnership  liabilities,  either  by payment or agreement under section
sixty-seven, subdivision two, he shall receive  in  cash  only  the  net
amount due him from the partnership.
2.  When  dissolution  is  caused  in contravention of the partnership
agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have,
(I) All the rights specified in subdivision one of this section, and
(II) The right, as against each partner who has caused the dissolution
wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the  dissolution  wrongfully,  if
they  all  desire  to  continue the business in the same name, either by
themselves or jointly with others, may do so, during the agreed term for
the partnership  and  for  that  purpose  may  possess  the  partnership
property,  provided  they  secure  the  payment  by bond approved by the
court, or pay to any partner who has caused the dissolution  wrongfully,
the  value  of  his interest in the partnership at the dissolution, less
any  damages  recoverable  under  clause  (II)  of  paragraph   (a)   of
subdivision  two  of  this  section,  and  in  like manner indemnify him
against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(I) If the business is not continued under the provisions of paragraph
(b) of subdivision two of this section all the rights of a partner under
subdivision (1), subject to clause (II) of paragraph (a) of  subdivision
two, of this section.
(II)  If  the business is continued under paragraph (b) of subdivision
two of this section the right as against his copartners and all claiming
through them in respect of their interest in the  partnership,  to  have
the value of his interest in the partnership, less any damages caused to
his  copartners by the dissolution, ascertained and paid to him in cash,
or the payment secured by bond approved by the court, and to be released
from all existing liabilities of the partnership;  but  in  ascertaining
the  value  of  the partner's interest the value of the good-will of the
business shall not be considered.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 70 - Rights Where Partnership Is Dissolved for Fraud, or Misrepresentation.

§   70.   Rights   where   partnership  is  dissolved  for  fraud,  or
misrepresentation.  Where a partnership contract  is  rescinded  on  the
ground  of the fraud or misrepresentation of one of the parties thereto,
the party entitled to rescind is, without prejudice to any other  right,
entitled,
(a)  To  a  lien  on,  or  right  of  retention of, the surplus of the
partnership property after satisfying  the  partnership  liabilities  to
third  persons  for  any sum of money paid by him for the purchase of an
interest in the partnership and for any capital or advances  contributed
by him; and
(b)  To  stand,  after  all  liabilities  to  third  persons have been
satisfied, in the place of the creditors  of  the  partnership  for  any
payments made by him in respect of the partnership liabilities; and
(c)  To be indemnified by the person guilty of the fraud or making the
representation against all debts and liabilities of the partnership.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 71 - Rules for Distribution.

§  71.  Rules  for  distribution.  In  settling  accounts  between the
partners after dissolution,  the  following  rules  shall  be  observed,
subject to any agreement to the contrary:
(a) The assets of the partnership are:
I. The partnership property,
II.  The  contributions  of the partners specified in paragraph (d) of
this subdivision.
(b) The liabilities of the partnership shall rank in order of payment,
as follows:
I. Those owing to creditors other than partners,
II. Those owing to partners other than for capital and profits,
III. Those owing to partners in respect of capital,
IV. Those owing to partners in respect of profits.
(c) The assets shall be applied in the order of their  declaration  in
clause (a) of this paragraph to the satisfaction of the liabilities.
(d)  Except  as  provided  in subdivision (b) of section twenty-six of
this section: (1) partners shall  contribute,  as  provided  by  section
forty, subdivision one, the amount necessary to satisfy the liabilities;
and  (2)  if  any,  but  not all, of the partners are insolvent, or, not
being subject to process, refuse to contribute, the other partners shall
contribute  their  share  of  the  liabilities,  and,  in  the  relative
proportions  in  which  they  share  the  profits, the additional amount
necessary to pay the liabilities.
(e) An assignee for the benefit of creditors or any  person  appointed
by the court shall have the right to enforce the contributions specified
in paragraph (d) of this subdivision.
(f)  Any  partner  or his legal representative shall have the right to
enforce  the  contributions  specified  in   paragraph   (d)   of   this
subdivision,  to the extent of the amount which he has paid in excess of
his share of the liability.
(g) The individual property of a deceased partner shall be liable  for
the contributions specified in paragraph (d) of this subdivision.
(h)  When  partnership  property  and the individual properties of the
partners are in the possession of a court for distribution,  partnership
creditors  shall  have  priority  on  partnership  property and separate
creditors on individual property, saving the rights of lien  or  secured
creditors as heretofore.
(i) Where a partner has become bankrupt or his estate is insolvent the
claims against his separate property shall rank in the following order:
I. Those owing to separate creditors,
II. Those owing to partnership creditors,
III. Those owing to partners by way of contribution.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 73 - Rights of Retiring or Estate of Deceased Partner When the Business Is Continued.

§  73.  Rights  of  retiring  or  estate  of deceased partner when the
  business is continued.   When any  partner  retires  or  dies,  and  the
  business  is  continued under any of the conditions set forth in section
  seventy-two, subdivisions one, two, three,  five  and  six,  or  section
  sixty-nine,  paragraph (b) of subdivision two, without any settlement of
  accounts as between him or his estate  and  the  person  or  partnership
  continuing  the  business,  unless  otherwise  agreed,  he  or his legal
  representative as against such persons or partnership may have the value
  of his interest at  the  date  of  dissolution  ascertained,  and  shall
  receive  as  an  ordinary  creditor  an amount equal to the value of his
  interest in the dissolved partnership with interest, or, at  his  option
  or  at  the option of his legal representative, in lieu of interest, the
  profits attributable to the use of his right  in  the  property  of  the
  dissolved  partnership;  provided  that  the  creditors of the dissolved
  partnership as against the separate creditors, or the representative  of
  the  retired  or  deceased  partner,  shall  have  priority on any claim
  arising  under  this  section,  as  provided  by  section   seventy-two,
  subdivision eight of this chapter.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 74 - Accrual of Actions.

§  74.  Accrual  of actions.   The right to an account of his interest
  shall accrue to any partner, or his legal representative, as against the
  winding  up  partners  or  the  surviving  partners  or  the  person  or
  partnership  continuing the business, at the date of dissolution, in the
  absence of agreement to the contrary.
2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 75 - Continuance of Partnership Business During Action for Accounting.

§   75.   Continuance   of  partnership  business  during  action  for
  accounting.  In an action brought to dissolve a partnership, or  for  an
  accounting  between  partners, or affecting the continued prosecution of
  the business, the court may, in its discretion, by order, authorize  the
  partnership  business to be continued, during the pendency of the action
  by one or more of the partners, upon their executing and filing with the
  clerk an undertaking, in such a sum and with such sureties as the  order
  prescribes,  to  the effect that they will obey all orders of the court,
  in the action,  and  perform  all  things  which  the  judgment  therein
  requires  them to perform. The court may impose such other conditions as
  it deems proper, and it may in its discretion  at  any  time  thereafter
  require  a new undertaking to be given. The court may also ascertain the
  value of the partnership property, and of the interest of the respective
  partners by a reference or  otherwise,  and  may  direct  an  accounting
  between  any  of  the partners; and the judgment may make such provision
  for the payment to the retiring partners, for their interest,  and  with
  respect  to  the  rights  of  creditors,  the  title  to the partnership
  property, and otherwise,  as  justice  requires,  with  or  without  the
  appointment of a receiver, or a sale of the partnership property.
2023 New York Laws › PTR - Partnership › Article 7 - Business and Partnership Names. › 80 - When Partnership or Business Name May Be Continued.

§  80. When partnership or business name may be continued.  The use of
  a partnership or a business name may  be  continued  in  either  of  the
  following cases:
1. Where the business of any firm or partnership in this state, having
  business  relations  with  foreign  countries  or  which  has transacted
  business in this state or in any other state or territory of the  United
  States  continues  to be conducted by some or any of the partners, their
  or any of their assignees, appointees or successors in interest.
2. Where any partnership shall hereafter be formed under the  laws  of
  this  state  it  may  use  the  firm or corporate name of any general or
  limited partnership or of any corporation, domestic  or  foreign,  which
  may  theretofore  have  carried on its business within this state, where
  said general or limited partnership or corporation has  discontinued  or
  shall be about to discontinue its business within the state, and where a
  majority  of  the  partners,  general or special, in either of such last
  mentioned copartnerships or of the survivors thereof shall be members of
  the new copartnership, or where  a  majority  of  the  members  of  such
  copartnership  theretofore existing or of the surviving members thereof,
  or  where  stockholders  holding  a  majority  of  the  stock  of   such
  corporation  shall  consent  in  writing  to  the  use  of  such firm or
  corporate name by such new copartnership; or
3. Where any resident of this state dies, who at the time of his death
  and for at least five years immediately  prior  thereto,  conducted  and
  carried  on  in his sole name, any business in this state, or who at the
  time of his death, so conducted  and  carried  on  any  business  having
  relation  with  other  states or foreign countries, the right to use the
  name of such person, for the purpose of continuing and carrying on  such
  business, shall survive and pass and be disposed of and accounted for as
  a part of the personal estate of such deceased person, and such business
  may  be continued and carried on under such name by any person who comes
  into the legal possession thereof.
2023 New York Laws › PTR - Partnership › Article 7 - Business and Partnership Names. › 81 - Certificate to Be Filed.

§  81.  Certificate  to be filed.   Whenever a partnership or business
  name continues to be used as provided by section eighty, the  person  or
  persons  using  such  name  shall  sign  and  acknowledge  or swear to a
  certificate, declaring the person or persons  intending  to  deal  under
  such  name, with their respective places of residence, and file the same
  in the clerk's office  of  the  county  where  the  principal  place  of
  business  is  located,  and  cause  a  copy  of  such  certificate to be
  published once in each week for four consecutive weeks in a newspaper of
  the city or town in which such principal place of business  is  located,
  or  if  none be published in such city or town, in the newspaper nearest
  thereto. A county clerk with whom any such certificate is  filed,  shall
  keep a register in which shall be entered in alphabetical order the name
  of  every  such  partnership and of the partners thereof, and every such
  business name of a deceased person and the names of  the  person  filing
  certificates therefor.
2023 New York Laws › PTR - Partnership › Article 7 - Business and Partnership Names. › 82 - Fictitious Firm Names Prohibited.

§  82.  Fictitious  firm names prohibited.   No person shall hereafter
  transact business in the name of a partner not interested in  his  firm,
  and  when  the designation "and company," or "and Co." is used, it shall
  represent an actual partner; but a violation of this section  shall  not
  be  a  defense in an action or proceeding brought by an assignee for the
  benefit of creditors or by a receiver  of  the  property  of  or  by  an
  executor or administrator of a person who has violated the same.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 90 - Limited Partnership Defined.

§  90.  Limited  partnership  defined.    A  limited  partnership is a
  partnership formed by two  or  more  persons  under  the  provisions  of
  section  ninety-one,  having as members one or more general partners and
  one or more limited partners. The limited partners as such shall not  be
  bound by the obligations of the partnership.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 94 - Name Not to Contain Surname of Limited Partner; Exceptions.

§ 94. Name not to contain surname of limited partner; exceptions.  (1)
The  surname  of  a  limited partner shall not appear in the partnership
name, unless
(a) It is also the surname of a general partner, or
(b) Prior to the  time  when  the  limited  partner  became  such  the
business had been carried on under a name in which his surname appeared.
(2)  A  limited  partner  whose  name  appears  in  a partnership name
contrary to the provisions of subdivision one of this section is  liable
as  a  general partner to partnership creditors who extend credit to the
partnership without actual knowledge that he is not a general partner.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 95 - Liability for False Statements in Certificate.

§  95.  Liability  for  false  statements  in  certificate.    If  the
certificate contains a false statement, one who suffers loss by reliance
on such statement may hold liable any party to the certificate who  knew
the statement to be false
(a) At the time he signed the certificate, or
(b)  Subsequently,  but  within a sufficient time before the statement
was relied upon to enable him to cancel or amend the certificate, or  to
file a petition for its cancellation or amendment as provided in section
one hundred and fourteen of this article.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 96 - Limited Partner Not Liable to Creditors.

§  96.  Limited  partner  not liable to creditors.   A limited partner
  shall not become liable as a general partner unless, in addition to  the
  exercise of his rights and powers as a limited partner, he takes part in
  the  control  of the business; and the exercise of the rights and powers
  granted by subdivision three of  section  ninety-nine  of  this  chapter
  shall  not  constitute  taking part in the control of the business.  The
  commencement of or other participation by a limited partner in an action
  brought pursuant to section one hundred fifteen-a of this article  shall
  not  be deemed to be a taking part in the control of the business within
  the meaning of this section.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 98 - Rights, Powers and Liabilities of a General Partner.

§  98.  Rights,  powers  and  liabilities of a general partner.  (1) A
general partner shall have all the rights and powers and be  subject  to
all  the  restrictions  and  liabilities  of  a partner in a partnership
without limited partners, except that without  the  written  consent  or
ratification  of the specific act by all the limited partners, a general
partner or all of the general partners have no authority to
(a) Do any act in contravention of the certificate.
(b) Do any act which would make it impossible to carry on the ordinary
business of the partnership.
(c) Confess a judgment against the partnership.
(d) Possess partnership property, or assign their rights  in  specific
partnership property, for other than a partnership purpose.
(e) Admit a person as a general partner.
(f)  Admit a person as a limited partner, unless the right so to do is
given in the certificate.
(g) Continue the business with  partnership  property  on  the  death,
retirement  or  insanity of a general partner, unless the right so to do
is given in the certificate.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 99 - Rights of a Limited Partner.

§  99.  Rights of a limited partner.  (1) A limited partner shall have
the same rights as a general partner to
(a) Have the partnership books kept at the principal place of business
of the partnership, and at all times to inspect and copy any of them.
(b) Have on demand true and full information of all  things  affecting
the  partnership,  and  a formal account of partnership affairs whenever
circumstances render it just and reasonable, and
(c) Have dissolution and winding up by decree of court.
(2) A limited partner shall have the right to receive a share  of  the
profits or other compensation by way of income, and to the return of his
contribution  as  provided  in  sections  one  hundred  and four and one
hundred and five of this article.
(3) When the limited partnership is qualified as an investment company
under the Investment Company Act of 1940, the limited partner shall have
the right to vote: (a) in the election of directors or trustees  of  the
investment  company;  (b) to approve or terminate investment advisory or
underwriting contracts; (c) for approval of auditors; and (d) any  other
matters  that the Investment Company Act of 1940 requires to be approved
by the holders of beneficial interests in the investment company.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 100 - Status of Person Erroneously Believing Himself a Limited Partner.

§  100.  Status  of  person  erroneously  believing  himself a limited
  partner.  A person who has contributed to  the  capital  of  a  business
  conducted  by  a person or partnership erroneously believing that he has
  become a limited partner in a limited partnership is not, by  reason  of
  his  exercise of the rights of a limited partner, a general partner with
  the person or in the partnership carrying on the business, or  bound  by
  the  obligations  of  such  person  or  partnership;  provided  that  on
  ascertaining the mistake he  promptly  renounces  his  interest  in  the
  profits of the business, or other compensation by way of income.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 101 - One Person Both General and Limited Partner.

§  101. One person both general and limited partner.  (1) A person may
be a general partner and a limited partner in the  same  partnership  at
the same time.
(2)  A  person  who  is a general, and also at the same time a limited
partner, shall have all the rights and powers and be subject to all  the
restrictions  of  a  general  partner;  except  that,  in respect to his
contributions, he shall have the rights against the other members  which
he would have had if he were not also a general partner.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 102 - Loans and Other Business Transactions With Limited Partner.

§ 102. Loans and other business transactions with limited partner. (1)
A  limited  partner  also  may loan money to and transact other business
with the partnership, and, unless he is also a general partner,  receive
on  account  of  resulting  claims against the partnership, with general
creditors, a pro rata share of the assets. No limited partner  shall  in
respect to any such claim
(a)  Receive  or hold as collateral security any partnership property,
or,
(b) Receive from a general partner or  the  partnership  any  payment,
conveyance  or  release from liability, if at the time the assets of the
partnership are not sufficient to discharge partnership  liabilities  to
persons not claiming as general or limited partners.
(2)  The receiving of collateral security, or a payment, conveyance or
release in violation of the provisions of subdivision one is a fraud  on
the creditors of the partnership.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 103 - Relation of Limited Partners Inter Se.

§ 103. Relation of limited partners inter se.  Where there are several
  limited  partners  the members may agree that one or more of the limited
  partners shall have a priority over other limited  partners  as  to  the
  return  of  their  contributions,  as  to  their  compensation by way of
  income, or as to any other matter. If such an agreement is made it shall
  be stated in the certificate, and in the absence of such a statement all
  the limited partners shall stand upon equal footing.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 104 - Compensation of Limited Partner.

§ 104. Compensation of limited partner.  A limited partner may receive
  from the partnership the share of the profits or the compensation by way
  of  income  stipulated for in the certificate; provided, that after such
  payment is made, whether from the property of the partnership or that of
  a  general  partner,  the  partnership  assets  are  in  excess  of  all
  liabilities of the partnership except liabilities to limited partners on
  account of their contributions and to general partners.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 105 - Withdrawal or Reduction of Limited Partner's Contribution.

§ 105. Withdrawal or reduction of limited partner's contribution.  (1)
A  limited  partner  shall  not receive from a general partner or out of
partnership property any part of his contribution until
(a) All liabilities of the partnership, except liabilities to  general
partners and to limited partners on account of their contributions, have
been paid or there remains property of the partnership sufficient to pay
them.
(b)  The  consent  of  all  members  is  had, unless the return of the
contribution  may  be  rightfully  demanded  under  the  provisions   of
subdivision two, and
(c)  The  certificate  is  cancelled or so amended as to set forth the
withdrawal or reduction.
(2) Subject to the provisions of subdivision one,  a  limited  partner
may rightfully demand the return of his contribution
(a) On the dissolution of a partnership, or,
(b)  When  the  date  specified  in the certificate for its return has
arrived, or,
(c) After he has given six months' notice  in  writing  to  all  other
members,  if  no  time  is  specified  in the certificate either for the
return of the contribution or for the dissolution of the partnership.
(3) In the absence of any statement in the certificate to the contrary
or the consent of all members, a limited partner,  irrespective  of  the
nature  of  his  contribution,  has only the right to demand and receive
cash in return for his contribution.
(4) A limited partner may  have  the  partnership  dissolved  and  its
affairs wound up when
(a)  He  rightfully  but  unsuccessfully  demands  the  return  of his
contribution, or,
(b) The other liabilities of the partnership have not  been  paid,  or
the  partnership  property  is  insufficient  for  their payment and the
limited partner would  otherwise  be  entitled  to  the  return  of  his
contribution.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 106 - Liability of Limited Partner to Partnership.

§  106.  Liability  of  limited  partner to partnership. (1) A limited
partner is liable to the partnership
(a) For the difference between his contribution as actually  made  and
that stated in the certificate as having been made, and
(b) For any unpaid contributions which he agreed in the certificate to
make  in  the  future  at  the  time and on the conditions stated in the
certificate.
(2) A limited partner holds as trustee for the partnership
(a) Specific property stated in the certificate as contributed by him,
but which was not contributed or which has been wrongfully returned, and
(b) Money or other property wrongfully paid  or  conveyed  to  him  on
account of his contribution.
(3)  The liabilities of a limited partner as set forth in this section
can be waived or compromised only by the consent of all members;  but  a
waiver  or  compromise  shall  not  affect  the right of a creditor of a
partnership, who extended credit or whose claim arose after  the  filing
and  before  a  cancellation or amendment of the certificate, to enforce
such liabilities.
(4) When a contributor has rightfully received the return in whole  or
in part of the capital of his contribution, he is nevertheless liable to
the partnership for any sum, not in excess of such return with interest,
necessary  to  discharge  its  liabilities to all creditors who extended
credit or whose claims arose before such return.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 108 - Assignment of Interest.

§  108.  Assignment of interest.   (1) A limited partner's interest is
assignable.
(2) A substituted limited partner is a  person  admitted  to  all  the
rights of a limited partner who has died or has assigned his interest in
a partnership.
(3)  An  assignee,  who does not become a substituted limited partner,
has no right to require any information or account  of  the  partnership
transactions or to inspect the partnership books; he is only entitled to
receive the share of the profits or other compensation by way of income,
or the return of his contribution, to which his assignor would otherwise
be entitled.
(4)  An  assignee shall have the right to become a substituted limited
partner if all the members, except the assignor, consent thereto  or  if
the  assignor,  being  thereunto empowered by the certificate, gives the
assignee that right.
(5) An  assignee  becomes  a  substituted  limited  partner  when  the
certificate  is  appropriately  amended  in  accordance with section one
hundred and fourteen of this article.
(6) The substituted limited partner has all the rights and powers, and
is subject to all the restrictions  and  liabilities  of  his  assignor,
except  those liabilities of which he was ignorant at the time he became
a  limited  partner  and  which  could  not  be  ascertained  from   the
certificate.
(7)  The  substitution  of  the assignee as a limited partner does not
release the assignor from liability to the  partnership  under  sections
ninety-five and one hundred and six.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 109 - Effect of Retirement, Death or Insanity of a General Partner.

§  109.  Effect of retirement, death or insanity of a general partner.
The retirement, death or insanity of a  general  partner  dissolves  the
partnership,  unless  the business is continued by the remaining general
partners
(a) Under a right so to do stated in the certificate, or,
(b) With the consent of all members.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 110 - Death of Limited Partner.

§  110.  Death  of  limited  partner.
(1) On the death of a limited
partner his executor or administrator shall have all  the  rights  of  a
limited  partner  for the purpose of settling his estate, and such power
as the deceased had to constitute his  assignee  a  substituted  limited
partner.
(2)  The  estate of a deceased limited partner shall be liable for all
his liabilities as a limited partner.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 111 - Rights of Creditors of Limited Partner.

§ 111. Rights of creditors of limited partner.  (1) On due application
to  a  court  of  competent  jurisdiction  by any judgment creditor of a
limited partner, the court may  charge  the  interest  of  the  indebted
limited  partner  with payment of the unsatisfied amount of the judgment
debt; and may appoint a receiver, and make all other orders, directions,
and inquiries which the circumstances of the case may require.
(2) The interest may be redeemed with the  separate  property  of  any
general partner, but may not be redeemed with partnership property.
(3)  The  remedies  conferred by subdivision one of this section shall
not be deemed exclusive of others which may exist.
(4) Nothing in this act shall be held to deprive a limited partner  of
his statutory exemption.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 112 - Distribution of Assets.

§  112.  Distribution  of  assets.
(1)  In  settling accounts after
dissolution the liabilities of the  partnership  shall  be  entitled  to
payment in the following order:
(a)  Those  to creditors, in the order of priority as provided by law,
except those to limited partners on account of their contributions,  and
to general partners.
(b) Those to limited partners in respect to their share of the profits
and other compensation by way of income on their contributions.
(c)  Those  to  limited  partners  in  respect to the capital of their
contributions.
(d) Those to general partners other than for capital and profits.
(e) Those to general partners in respect to profits.
(f) Those to general partners in respect to capital.
(2) Subject to any statement  in  the  certificate  or  to  subsequent
agreement,  limited  partners share in the partnership assets in respect
to their claims for capital, and in respect to their claims for  profits
or   for   compensation   by   way  of  income  on  their  contributions
respectively, in proportion to the respective amounts of such claims.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 113 - Certificate Cancelled or Amended.

§  113. Certificate cancelled or amended. (1) The certificate shall be
cancelled when the partnership is  dissolved  or  all  limited  partners
cease to be such.
(2) A certificate shall be amended when
(a)  There is a change in the name of the partnership or in the amount
or character of the contribution of any limited partner,
(b) A person is substituted as a limited partner,
(c) An additional limited partner is admitted,
(d) A person is admitted as a general partner,
(e) A general partner retires, dies or becomes mentally ill,  and  the
business is continued under section one hundred and nine,
(f)  There  is  a  change  in  the  character  of  the business of the
partnership, or a change in the  location  of  the  principal  place  of
business,
(g) There is a false or erroneous statement in the certificate,
(h) There is a change in the time as stated in the certificate for the
dissolution of the partnership or for the return of a contribution,
(i)  A  time  is  fixed for the dissolution of the partnership, or the
return  of  a  contribution,  no  time  having  been  specified  in  the
certificate, or,
(j)  The members desire to make a change in any other statement in the
certificate in order that it shall accurately  represent  the  agreement
between them.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 114 - Requirements for Amendment or Cancellation.

§  114. Requirements for amendment or cancellation. (1) The writing to
amend a certificate shall
(a) Conform to  the  requirements  of  subdivision  one-a  of  section
ninety-one of this article, as far as necessary to set forth clearly the
change in the certificate which it is desired to make, and
(b) Be signed and acknowledged or sworn to by all members, except that
a  writing making a change in the statement of the place of residence of
any member shall be signed and acknowledged by such  member  only.    An
amendment  substituting a limited partner or adding a limited or general
partner shall be signed also by the member to be substituted  or  added,
and  when  a  limited  partner is to be substituted, the amendment shall
also be signed by the assigning limited partner.
(2) The writing to  cancel  a  certificate  shall  be  signed  by  all
members.
(3)  A person desiring the cancellation or amendment of a certificate,
if any person designated in subdivisions one and two of this section  as
a person who must execute the writing refuses to do so, may petition the
supreme court to direct a cancellation or amendment thereof.
(4)  If  the  court  finds that the petitioner has a right to have the
writing executed by a person who refuses to do so, it  shall  order  the
county  clerk  of  the county where the certificate is filed to file the
cancellation or amendment of the certificate; and where the  certificate
is  to be amended, the court shall also cause to be filed in said office
a certified copy of its decree setting forth the amendment.
(5) A certificate is amended or cancelled when there is filed  in  the
office of the county clerk where the certificate is filed.
(a)  A  writing  in accordance with the provisions of subdivisions one
and two of this section, or,
(b) A certified copy of the order of the court in accordance with  the
provisions of subdivision four thereof
Provided,  however,  that in the case of an amendment made where there
is a change to another county of the location of the principal place  of
business,  a  certificate  is  not amended until a certified copy of the
certificate and certified copies of all writings or certified copies  of
orders  amending  the  certificate  are  also filed in the office of the
county clerk of the county to which the location of the principal  place
of business is changed.
(6)  After  the  certificate  is  duly amended in accordance with this
section, the amended certificate shall thereafter be  for  all  purposes
the  certificate  provided for by this article, and when the certificate
has been amended by reason of a change to another county of the location
of the principal place of business, the county in which a certified copy
of the amended certificate was last filed shall thereafter be deemed  to
be the county where the certificate is filed.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 115 - Parties to Actions.

§  115.  Parties  to  actions.   A contributor, unless he is 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 one hundred fifteen-a of this article.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 115-A - Limited Partners' Derivative Action Brought in the Right of a Limited Partnership to Procure a Judgment in Its Favor.

§ 115-a. Limited partners' derivative action brought in the right of a
  limited  partnership  to  procure a judgment in its favor.  1. An action
  may be brought in the right  of  a  limited  partnership  to  procure  a
  judgment in its favor, by a limited partner, additional limited partner,
  or substituted limited partner.
2.  In  any  such action, it shall be made to appear that at least one
  plaintiff is such a  limited  partner,  additional  limited  partner  or
  substituted limited partner at the time of bringing the action, and that
  he  was  such  at  the time of the transaction of which he complains, or
  that his status as substituted limited  partner  devolved  upon  him  by
  operation  of law or pursuant to the terms of the certificate of limited
  partnership or written partnership agreement in effect at  the  time  of
  the transaction of which he complains.
3.   In   any   such  action,  the  complaint  shall  set  forth  with
  particularity the efforts of the plaintiff to secure the  initiation  of
  such  action  by the general partner or partners, or the reasons for not
  making such effort.
4. Such 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,
  additional limited partners or substituted  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,  additional  or  substituted
  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 expense 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.
5. If the action on behalf of the limited partnership was  successful,
  in  whole  or  in  part, or if anything was 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 partnership for the remainder of the proceeds so received
  by him or them. This paragraph shall not apply to any judgment  rendered
  for  the  benefit  of injured limited, additional or substituted limited
  partners only and limited to a recovery of the loss or damage  sustained
  by them.
2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 115-B - Security for Expenses in Limited Partners' Derivative Action Brought in the Right of the Limited Partnership to Procure a Judgment in Its Favor.

§  115-b. Security for expenses in limited partners' derivative action
  brought in the right of the limited partnership to procure a judgment in
  its favor.  In any action specified in section one hundred fifteen-a  of
  this  article,  unless the contributions of or allocable to plaintiff or
  plaintiffs to partnership property 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 attorneys' 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 under any contract or otherwise under law,  to  which
  the  limited partnership shall have recourse in such amount as the court
  having jurisdiction of such action shall determine upon the  termination
  of  such action. The amount of such security may thereafter from time to
  time be increased or decreased in the discretion  of  the  court  having
  jurisdiction  of such action upon showing that the security provided has
  or may become inadequate or excessive.
2023 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.
2023 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.
2023 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.