N.Y. Partnership Law Section 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.

Source: Section 102 — Loans and other business transactions with limited partner, https://www.­nysenate.­gov/legislation/laws/PTR/102 (updated Sep. 22, 2014; accessed Jan. 31, 2026).

90
Limited partnership defined 91
Formation 92
Business which may be carried on 93
Character of limited partner’s contribution 94
Name not to contain surname of limited partner 95
Liability for false statements in certificate 96
Limited partner not liable to creditors 97
Admission of additional limited partners 98
Rights, powers and liabilities of a general partner 99
Rights of a limited partner 100
Status of person erroneously believing himself a limited partner 101
One person both general and limited partner 102
Loans and other business transactions with limited partner 103
Relation of limited partners inter se 104
Compensation of limited partner 105
Withdrawal or reduction of limited partner’s contribution 106
Liability of limited partner to partnership 107
Nature of interest in partnership 108
Assignment of interest 109
Effect of retirement, death or insanity of a general partner 110
Death of limited partner 111
Rights of creditors of limited partner 112
Distribution of assets 113
Certificate cancelled or amended 114
Requirements for amendment or cancellation 115
Parties to actions 115–A
Limited partners’ derivative action brought in the right of a 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... 115–C
Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor 116
Short title 117
Rules of construction 118
Rules for cases not covered 119
Existing limited partnerships
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Verified:
Jan. 31, 2026

Last modified:
Sep. 22, 2014

§ 102. Loans & other business transactions with limited partner's source at nysenate​.gov

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