N.Y. Partnership Law Section 121-104
Statutory designation of secretary of state as agent for service of process

(a)

The secretary of state shall be the agent for every domestic limited partnership which has filed with the secretary of state a certificate making such designation and every foreign limited partnership upon whom process may be served pursuant to this article.

(b)

No domestic or foreign limited partnership may be organized or authorized to do business in this state under this article unless in its certificate of limited partnership or application for authority it designates the secretary of state as such agent.

(c)

Any designated post office address to which the secretary of state shall mail a copy of process served upon him as agent of a domestic limited partnership or foreign limited partnership shall continue until the filing of a certificate or other instrument under this article directing the mailing to a different post office address and any designated email address to which the secretary of state shall email a notice of the fact that process against such domestic limited partnership or foreign limited partnership has been electronically served upon him or her as agent of a domestic limited partnership or foreign limited partnership, shall continue until the filing of a certificate or other instrument under this chapter changing or deleting the email address.

(d)

The change authorized by subdivision (c) of this section may be accomplished by filing a certificate pursuant to this chapter, which shall be executed by a general partner.

Source: Section 121-104 — Statutory designation of secretary of state as agent for service of process, https://www.­nysenate.­gov/legislation/laws/PTR/121-104 (updated Jan. 6, 2023; accessed Dec. 21, 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
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Accessed:
Dec. 21, 2024

Last modified:
Jan. 6, 2023

§ 121-104’s source at nysenate​.gov

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