N.Y. Partnership Law Section 121-101
Definitions


As used in this article, unless the context otherwise requires:

(a)

“Certificate of limited partnership” means the certificate referred to in § 121-201 (Certificate of limited partnership)section 121-201 of this article, and the certificate as amended. (a-1) “Affidavit of publication” means the affidavit of the printer or publisher of a newspaper in which a publication pursuant to sections 121-201 and 121-902 of this article has been made. The affidavit of publication shall be in a form substantially as follows: “Affidavit of Publication Under Section (specify applicable section) of the Partnership Law State of New York, County of ________, ss.: The undersigned is the printer (or publisher) of ______________ (name of newspaper), a _________ (daily or weekly) newspaper published in ________________, New York. A notice regarding _______________ (name of limited partnership) was published in said newspaper once in each week for six successive weeks, commencing on __________ and ending on ________. The text of the notice as published in said newspaper is as set forth below, or in the annexed exhibit. This newspaper has been designated by the Clerk of ________ County for this purpose. _____________________(signature) _____________________(printed name), _____________________(jurat)” The text of the notice set forth in or annexed to each affidavit of publication shall:

(i)

include only the text of the published notice, (ii) be free of extraneous marks, and

(iii)

if submitted in paper form be printed on paper of such size, weight and color, and in ink of such color, and in such font, and be in such other qualities and form not inconsistent with any other provision of law as, in the judgment of the secretary of state, will not impair the ability of the department of state to include a legible and permanent copy thereof in its official records. Nothing in this subdivision shall be construed as requiring the department of state to accept for filing a document submitted in electronic form. (a-2) “Certificate of publication” means a certificate presented on behalf of the applicable limited partnership to the department of state together with the affidavits of publication pursuant to section 121-201 or 121-902 of this article. The certificate of publication shall be in a form substantially as follows: “Certificate of Publication of ______ (name of limited partnership) Under Section _______ (Specify applicable section) of the Partnership Law The undersigned is the _________ (title) of ___________ (name of limited partnership). The published notices described in the annexed affidavits of publication contain all of the information required by the above-mentioned section of the partnership law. The newspapers described in such affidavits of publication satisfy the requirements set forth in the partnership law and the designation made by the county clerk. I certify the foregoing statements to be true under penalties of perjury. Date Signature Printed Name” (b) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to render services, which a partner contributes to a limited partnership in his capacity as a partner.

(c)

“Distribution” means the transfer of property by a limited partnership to one or more of its partners in his capacity as a partner.

(d)

“Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 121-402 (Events of withdrawal of a general partner)section 121-402 of this article.

(e)

“Foreign limited partnership” means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners.

(f)

“General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and, if required by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized, is so named in the certificate of limited partnership or similar instrument.

(g)

“Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement or as otherwise provided by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized.

(h)

“Limited partnership” and “domestic limited partnership” mean, unless the context otherwise requires, a partnership (i) formed by two or more persons pursuant to this article or which complies with subdivision (a) of § 121-1202 (Adoption by previously formed limited partnerships)section 121-1202 of this article and (ii) having one or more general partners and one or more limited partners.

(i)

“Majority in interest of the limited partners” and “two-thirds in interest of the limited partners” mean limited partners whose aggregate share of the current profits of the partnership constitute more than one-half or two-thirds, respectively, of the aggregate shares of all limited partners.

(j)

“Office of limited partnership” means the office of the location of which is stated in the certificate of limited partnership of a domestic limited partnership, or in the application for authority of a foreign limited partnership or any amendment thereof. Such office need not be a place where business activities are conducted by such limited partnership. (j-1) “Other business entity” means any person other than a natural person, general partnership (including any registered limited liability partnership or registered foreign limited liability partnership) or domestic limited partnership.

(k)

“Partner” means a limited or general partner.

(l)

“Partnership agreement” means any written agreement of the partners as to the affairs of a limited partnership and the conduct of its business.

(m)

“Partnership interest” means:

(i)

a partner’s share of the profits and losses of a limited partnership; and

(ii)

a partner’s right to receive distributions.

(n)

“Person” means a natural person, partnership, limited partnership (domestic or foreign), limited liability company (domestic or foreign), trust, estate, custodian, nominee, association, corporation or any other individual or entity in its own or any representative capacity.

(o)

“Process” means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited partnership (domestic or foreign), for the purpose of acquiring jurisdiction of such limited partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state.

(p)

“State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

Source: Section 121-101 — Definitions, https://www.­nysenate.­gov/legislation/laws/PTR/121-101 (updated Sep. 22, 2014; accessed Jul. 13, 2024).

121‑101
Definitions
121‑102
Partnership name
121‑103
Reservation of partnership name
121‑104
Statutory designation of secretary of state as agent for service of process
121‑104‑A
Resignation for receipt of process
121‑105
Registered agent
121‑106
Records
121‑107
Nature of business
121‑108
Business transactions of partner with the partnership
121‑109
Service of process on limited partnerships
121‑109‑A
Electronic service of process
121‑110
The partnership agreement
121‑201
Certificate of limited partnership
121‑202
Amendment of the certificate of limited partnership
121‑202‑A
Certificate of change
121‑203
Cancellation of certificate
121‑204
Execution of certificates
121‑205
Execution, amendment or cancellation by judicial act
121‑206
Filing with the department of state
121‑207
Liability for false statement in certificate
121‑208
Restated certificate of limited partnership
121‑301
Admission of limited partners
121‑302
Classes and voting by limited partners
121‑303
Liability to third parties
121‑304
Person erroneously believing himself a limited partner
121‑401
Admission of additional general partners
121‑402
Events of withdrawal of a general partner
121‑403
General powers and liabilities
121‑404
Contributions by a general partner
121‑405
Classes and voting by general partners
121‑501
Form of contribution
121‑502
Liability for contributions
121‑503
Sharing of profits and losses
121‑504
Sharing of distributions
121‑601
Interim distributions
121‑602
Withdrawal of a general partner
121‑603
Withdrawal of a limited partner
121‑604
Right to distribution upon withdrawal
121‑605
Distribution in kind
121‑606
Right to distribution
121‑607
Limitations on distribution
121‑701
Nature of partnership interest
121‑702
Assignment of partnership interest
121‑703
Rights of creditor
121‑704
Right of assignee to become limited partner
121‑705
Liability upon assignment
121‑706
Power of estate of deceased or incompetent partner
121‑801
Nonjudicial dissolution
121‑802
Judicial dissolution
121‑803
Winding up
121‑804
Distribution of assets
121‑901
Law governing
121‑902
Application for authority, contents
121‑903
Certificate of amendment
121‑903‑A
Certificate of change
121‑904
Application for authority
121‑905
Surrender of certificate of authority
121‑906
Termination of existence
121‑907
Doing business without certificate of authority
121‑908
Violations
121‑1001
Parties to actions
121‑1002
Limited partners’ derivative action
121‑1003
Security for expenses
121‑1004
Indemnification of general partner
121‑1101
Merger and consolidation of limited partnerships
121‑1102
Procedure for merger or consolidation
121‑1103
Certificate of merger or consolidation
121‑1104
Effect of merger or consolidation
121‑1105
Payment for interest of dissenting limited partners
121‑1106
Mergers and consolidations involving other business entities
121‑1201
Existing limited partnership
121‑1202
Adoption by previously formed limited partnerships
121‑1300
Fees

Accessed:
Jul. 13, 2024

Last modified:
Sep. 22, 2014

§ 121-101’s source at nysenate​.gov

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