2023 New York Laws › PTR - Partnership › Article 8 - Limited Partnerships. › 91 - Formation.

§  91. Formation.   (1) Two or more persons desiring to form a limited
partnership shall
(a) Sign and acknowledge or swear to a certificate, which shall state.
I. The name of the partnership.
II. The character of the business.
III. The location of the principal place of business.
IV. The name and place  of  residence  of  each  member;  general  and
limited partners being respectively designated.
V. The term for which the partnership is to exist.
VI.  The  amount  of cash and a description of and the agreed value of
the other property contributed by each limited partner.
VII. The additional contributions, if any, agreed to be made  by  each
limited  partner  and  the  times at which or events on the happening of
which they shall be made.
VIII. The time, if agreed upon, when the contribution of each  limited
partner is to be returned.
IX.  The  share  of  the  profits  or the other compensation by way of
income which each  limited  partner  shall  receive  by  reason  of  his
contribution.
X. The right, if given, of a limited partner to substitute an assignee
as  contributor  in  his  place,  and  the  terms  and conditions of the
substitution.
XI. The right, if given, of the partners to admit  additional  limited
partners.
XII.  The  right,  if given, of one or more of the limited partners to
priority over other limited partners,  as  to  contributions  or  as  to
compensation by way of income, and the nature of such priority.
XIII.  The  right,  if  given,  of  the  remaining  general partner or
partners to continue the business on the death, retirement  or  insanity
of a general partner, and
XIV.  The  right, if given, of a limited partner to demand and receive
property other than cash in return for his contribution.
(b) File the certificate in the office of  the  county  clerk  of  the
county  in  which  the  principal office of such partnership is located.
Immediately after the filing of the certificate, a copy of the same or a
notice containing the substance thereof, shall be published once in each
week for six successive weeks, in two newspapers of the county in  which
such  original  certificate  is  filed,  to  be designated by the county
clerk, one of which newspapers shall be a  newspaper  published  in  the
city  or town in which the principal place of business is intended to be
located, if a newspaper be published therein; or,  if  no  newspaper  is
published  therein,  in the newspaper nearest thereto, and proof of such
publication by the affidavit of the printer or publisher of each of such
newspapers must be filed with the original certificate.
(2) If there has been substantial compliance in good  faith  with  the
requirements  of  paragraph  (a)  of  subdivision one of this section, a
limited partnership is  formed  and  may  commence  the  transaction  of
business  as  such  upon  the  filing  of its certificate as required by
paragraph (b) of subdivision one of this section and the effectuation of
the first of the six successive weekly  publications  required  by  said
paragraph  (b);  provided,  however,  that  the continued existence of a
limited partnership as such shall be conditioned upon completion of  the
publication requirement contained in said paragraph (b).