N.Y. Partnership Law Section 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.

Source: Section 105 — Withdrawal or reduction of limited partner's contribution, https://www.­nysenate.­gov/legislation/laws/PTR/105 (updated Sep. 22, 2014; accessed Dec. 21, 2024).

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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Accessed:
Dec. 21, 2024

Last modified:
Sep. 22, 2014

§ 105’s source at nysenate​.gov

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