N.Y. Partnership Law Section 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 8 (Limited Partnerships)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.

Source: Section 119 — Existing limited partnerships, https://www.­nysenate.­gov/legislation/laws/PTR/119 (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

§ 119’s source at nysenate​.gov

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