N.Y. Partnership Law Section 91


Two or more persons desiring to form a limited partnership shall (a) Sign and acknowledge or swear to a certificate, which shall state. I. The name of the partnership. II. The character of the business. III. The location of the principal place of business. IV. The name and place of residence of each member; general and limited partners being respectively designated. V. The term for which the partnership is to exist. VI. The amount of cash and a description of and the agreed value of the other property contributed by each limited partner. VII. The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made. VIII. The time, if agreed upon, when the contribution of each limited partner is to be returned. IX. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution. X. The right, if given, of a limited partner to substitute an assignee as contributor in his place, and the terms and conditions of the substitution. XI. The right, if given, of the partners to admit additional limited partners. XII. The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority. XIII. The right, if given, of the remaining general partner or partners to continue the business on the death, retirement or insanity of a general partner, and XIV. The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.


File the certificate in the office of the county clerk of the county in which the principal office of such partnership is located. Immediately after the filing of the certificate, a copy of the same or a notice containing the substance thereof, shall be published once in each week for six successive weeks, in two newspapers of the county in which such original certificate is filed, to be designated by the county clerk, one of which newspapers shall be a newspaper published in the city or town in which the principal place of business is intended to be located, if a newspaper be published therein; or, if no newspaper is published therein, in the newspaper nearest thereto, and proof of such publication by the affidavit of the printer or publisher of each of such newspapers must be filed with the original certificate.


If there has been substantial compliance in good faith with the requirements of paragraph (a) of subdivision one of this section, a limited partnership is formed and may commence the transaction of business as such upon the filing of its certificate as required by paragraph (b) of subdivision one of this section and the effectuation of the first of the six successive weekly publications required by said paragraph (b); provided, however, that the continued existence of a limited partnership as such shall be conditioned upon completion of the publication requirement contained in said paragraph (b).

Source: Section 91 — Formation, https://www.­nysenate.­gov/legislation/laws/PTR/91 (updated Sep. 22, 2014; accessed Jun. 15, 2024).

Limited partnership defined
Business which may be carried on
Character of limited partner’s contribution
Name not to contain surname of limited partner
Liability for false statements in certificate
Limited partner not liable to creditors
Admission of additional limited partners
Rights, powers and liabilities of a general partner
Rights of a limited partner
Status of person erroneously believing himself a limited partner
One person both general and limited partner
Loans and other business transactions with limited partner
Relation of limited partners inter se
Compensation of limited partner
Withdrawal or reduction of limited partner’s contribution
Liability of limited partner to partnership
Nature of interest in partnership
Assignment of interest
Effect of retirement, death or insanity of a general partner
Death of limited partner
Rights of creditors of limited partner
Distribution of assets
Certificate cancelled or amended
Requirements for amendment or cancellation
Parties to actions
Limited partners’ derivative action brought in the right of a limited partnership to procure a judgment in its favor
Security for expenses in limited partners’ derivative action brought in the right of the limited partnership to procure a judgment in its...
Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor
Short title
Rules of construction
Rules for cases not covered
Existing limited partnerships

Jun. 15, 2024

Last modified:
Sep. 22, 2014

§ 91’s source at nysenate​.gov

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