N.Y. Partnership Law Section 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.

Source: Section 106 — Liability of limited partner to partnership, https://www.­nysenate.­gov/legislation/laws/PTR/106 (updated Sep. 22, 2014; accessed Dec. 13, 2025).

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:
Dec. 13, 2025

Last modified:
Sep. 22, 2014

§ 106. Liab. of limited partner to partnership's source at nysenate​.gov

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