N.Y. Partnership Law Section 121-906
Termination of existence

When a foreign limited partnership which has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or cancelled in the jurisdiction of its organization or when such foreign limited partnership is merged into or consolidated with another foreign limited partnership, (i) a certificate of the secretary of state, or official performing the equivalent function as to limited partnership records, in the jurisdiction of organization of such limited partnership attesting to the occurrence of any such event, or

(ii)

a certified copy of an order or decree of a court of such jurisdiction directing the dissolution of such foreign limited partnership, the termination of its existence or the surrender of its authority, shall be delivered to the department of state. The filing of the certificate, order or decree shall have the same effect as the filing of a certificate of surrender of authority under § 121-905 (Surrender of certificate of authority)section 121-905 of this article. The secretary of state shall continue as agent of the foreign limited partnership upon whom process against it may be served in the manner set forth in § 121-109 (Service of process on limited partnerships)section 121-109 of this article, in any action or proceeding based upon any liability or obligation incurred by the foreign limited partnership within this state prior to the filing of such certificate, order or decree. The post office address and/or email address may be changed by filing with the department of state a certificate of amendment under section 121-903 or a certificate of change under section 121-903-A of this article.

Source: Section 121-906 — Termination of existence, https://www.­nysenate.­gov/legislation/laws/PTR/121-906 (updated Jan. 6, 2023; accessed Jan. 18, 2025).

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:
Jan. 18, 2025

Last modified:
Jan. 6, 2023

§ 121-906’s source at nysenate​.gov

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