N.Y. Partnership Law Section 121-109
Service of process on limited partnerships


(a)

Service of process on the secretary of state as agent of a domestic or authorized foreign limited partnership shall be made in the manner provided by paragraph one or two of this subdivision. Either option of service authorized pursuant to this subdivision shall be available at no extra cost to the consumer.

(1)

By personally delivering to and leaving with him or her or his or her 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, duplicate copies of such process together with the statutory fee, which fee shall be a taxable disbursement. The service on the limited partnership is complete when the secretary of state is so served. The secretary of state shall promptly send one of such copies by certified mail, return receipt requested, addressed to the limited partnership at the post office address, on file in the department of state, specified for that purpose.

(2)

Electronically submitting a copy of the process to the department of state together with the statutory fee, which fee shall be a taxable disbursement, through an electronic system operated by the department of state, provided the domestic or authorized foreign limited partnership has an email address on file in the department of state to which the secretary of state shall email a notice of the fact that process has been served electronically on the secretary of state as agent of such domestic or authorized foreign limited partnership. Service of process on such limited partnership or authorized foreign limited partnership shall be complete when the secretary of state has reviewed and accepted service of such process. The secretary of state shall promptly send a notice of the fact that process has been served to such limited partnership at the email address on file in the department of state, specified for the purpose and shall make a copy of the process available to such limited partnership or authorized foreign limited partnership.

(b)

In any case in which a non-domiciliary 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, a foreign limited partnership not authorized to do business in this state is subject to a like jurisdiction. In any such case, process against such foreign limited partnership may be served upon the secretary of state as its agent. Such process may issue in any court in this state having jurisdiction of the subject matter. Service of process upon the secretary of state shall be made in the manner provided by paragraph one or two of this subdivision. Either option of service authorized pursuant to this paragraph shall be available at no extra cost to the consumer.

(1)

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.

(2)

Electronically submitting a copy of the process to the department of state together with the statutory fee, which fee shall be a taxable disbursement, through an electronic system operated by the department of state. Such service shall be sufficient if notice thereof and a copy of the process are:

(1)

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

(2)

Sent by or on behalf of the plaintiff to such foreign limited partnership by registered mail with return receipt requested, at the post office address specified for the purpose of mailing process, on file in the department of state, or with any official or body performing the equivalent function, in the jurisdiction of its creation, or if no such address is specified, to its registered or other office there specified, or if no such office is specified, to the last address of such foreign limited partnership known to the plaintiff.

(3)

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.

(4)

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 foreign 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 foreign limited partnership or other official proof of delivery or, 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 mail and refusal to accept shall be promptly sent to such foreign 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 mail or to sign the return receipt shall not affect the validity of the service and such foreign limited partnership refusing to accept such registered mail shall be charged with knowledge of the contents thereof.

(5)

Service made as provided in this section shall have the same force as personal service made within this state.

(c)

The secretary of state shall keep a record of all process served upon him under this section and shall record therein the date of such service and his action with reference thereto.

(d)

Nothing contained in this section shall limit or affect the right to serve any process required or permitted by law to be served upon the limited partnership in any other manner now or hereafter permitted by law or applicable rules of procedure.

Source: Section 121-109 — Service of process on limited partnerships, https://www.­nysenate.­gov/legislation/laws/PTR/121-109 (updated Jan. 6, 2023; accessed Jun. 15, 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:
Jun. 15, 2024

Last modified:
Jan. 6, 2023

§ 121-109’s source at nysenate​.gov

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