N.Y. Partnership Law Section 121-502
Liability for contributions


(a)

Except as provided in the partnership agreement, a partner is obligated to perform any promise, to contribute cash or property or to perform services which is otherwise enforceable in accordance with applicable law, even if he is unable to perform because of death, disability or any other reason. Except as provided in the partnership agreement, if a partner does not make any required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records if so stated, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law.

(b)

Unless otherwise provided in the partnership agreement and except as provided in § 121-705 (Liability upon assignment)section 121-705 of this article, the obligation of a partner to make a contribution or to return money or other property paid or distributed in violation of this article may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit in reliance on that obligation may enforce the original obligation to the extent he reasonably relied on such obligation.

(c)

A partnership agreement may provide that the interest of any partner who fails to make any required contribution shall be subject to specified consequences of such failure. Such consequences may take the form of reducing or eliminating the defaulting partner’s interest in the limited partnership, subordinating his partnership interest to that of nondefaulting partners, a forced sale of his partnership interest, the lending by other partners of the amount necessary to meet his commitment, a fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value, or other consequences.

Source: Section 121-502 — Liability for contributions, https://www.­nysenate.­gov/legislation/laws/PTR/121-502 (updated Sep. 22, 2014; 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:
Sep. 22, 2014

§ 121-502’s source at nysenate​.gov

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