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 Apr. 27, 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

Accessed:
Apr. 27, 2024

Last modified:
Sep. 22, 2014

§ 119’s source at nysenate​.gov

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