N.Y. Partnership Law Section 121-104-A
Resignation for receipt of process


(a)

The party (or his/her legal representative) whose post office address has been supplied by a domestic limited partnership or foreign limited partnership as its address for process may resign. A certificate entitled “Certificate of Resignation for Receipt of Process under Section 121-104-A of the Revised Limited Partnership Act” shall be signed by such party and delivered to the department of state. It shall set forth:

(1)

the name of the limited partnership and the date that its articles of organization or application for authority was filed by the department of state.

(2)

that the address of the party has been designated by the limited partnership as the post office address to which the secretary of state shall mail a copy of any process served on the secretary of state as agent for such limited partnership, and that such party wishes to resign.

(3)

that sixty days prior to the filing of the certificate of resignation with the department of state the party has sent a copy of the certificate of resignation for receipt of process by registered or certified mail to the address of the registered agent of the designated limited partnership, if other than the party filing the certificate of resignation, for receipt of process, or if the resigning limited partnership has no registered agent, then to the last address of the designated limited partnership, known to the party, specifying the address to which the copy was sent. If there is no registered agent and no known address of the designating limited partnership the party shall attach an affidavit to the certificate stating that a diligent but unsuccessful search was made by the party to locate the limited partnership, specifying what efforts were made.

(4)

that the designated limited partnership is required to deliver to the department of state a certificate of amendment or change providing for the designation by the limited partnership of a new address and that upon its failure to file such certificate, its authority to do business in this state shall be suspended.

(b)

Upon the failure of the designating limited partnership to file a certificate of amendment or change providing for the designation by the limited partnership of the new address after the filing of a certificate of resignation for receipt of process with the secretary of state, its authority to do business in this state shall be suspended.

(c)

The filing by the department of state of a certificate of amendment or change providing for a new address by a designating limited partnership shall annul the suspension and its authority to do business in this state shall be restored and continued as if no suspension had occured.

(d)

The resignation for receipt of process shall become effective upon the filing by the department of state of a certificate of resignation for receipt of process.

(e)

(1) In any case in which a limited partnership suspended pursuant to this section would be subject to the personal or other jurisdiction of the courts of this state under article three of the civil practice law and rules, process against such limited partnership may be served upon the secretary of state as its agent pursuant to this section. Such process may be issued in any court in this state having jurisdiction of the subject matter.

(2)

Service of such process upon the secretary of state shall be made by personally delivering to and leaving with him or his deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, a copy of such process together with the statutory fee, which fee shall be a taxable disbursement. Such service shall be sufficient if notice thereof and a copy of the process are:

(i)

delivered personally within or without this state to such limited partnership by a person and in a manner authorized to serve process by law of the jurisdiction in which service is made, or

(ii)

sent by or on behalf of the plaintiff to such limited partnership by registered or certified mail with return receipt requested to the last address of such limited partnership known to the plaintiff.

(3)

(i) Where service of a copy of process was effected by personal service, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after such service, with the clerk of the court in which the action or special proceeding is pending. Service of process shall be complete ten days after such papers are filed with the clerk of the court.

(ii)

Where service of a copy of process was effected by mailing in accordance with this section, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after receipt of the return receipt signed by the limited partnership, or other official proof of delivery or of the original envelope mailed. If a copy of the process is mailed in accordance with this section, there shall be filed with the affidavit of compliance either the return receipt signed by such limited partnership, or other official proof of delivery, if acceptance was refused by it, the original envelope with a notation by the postal authorities that acceptance was refused. If acceptance was refused a copy of the notice and process together with notice of the mailing by registered or certified mail and refusal to accept shall be promptly sent to such limited partnership at the same address by ordinary mail and the affidavit of compliance shall so state. Service of process shall be complete ten days after such papers are filed with the clerk of the court. The refusal to accept delivery of the registered or certified mail or to sign the return receipt shall not affect the validity of the service and such limited partnership refusing to accept such registered or certified mail shall be charged with knowledge of the contents thereof.

(4)

Service made as provided in this section without the state shall have the same force as personal service made within this state.

(5)

Nothing in this section shall affect the right to service process in any other manner permitted by law.

Source: Section 121-104-A — Resignation for receipt of process, https://www.­nysenate.­gov/legislation/laws/PTR/121-104-A (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

§ 121-104-A’s source at nysenate​.gov

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