NY-PTR Partnership Law NY

Section 1. Short title. This chapter shall be known as the

"partnership law."

General definitions. As used in this chapter "court" includes

every court and judge having jurisdiction in the case;

"Business" includes every trade, occupation, or profession;

"Person" includes individuals, partnerships, corporations, and other

associations;

"Bankrupt" includes bankrupt under the federal bankruptcy act or

insolvent under any state insolvent act;

"Conveyance" includes every assignment, lease, mortgage, or

encumbrance;

"Real property" includes land and any interest or estate in land.

"Foreign professional service corporation" has the meaning given to it

in subdivision (d) of section fifteen hundred twenty-five of the

business corporation law.

"Foreign professional service limited liability company" has the

meaning given to it in subdivision (a) of section thirteen hundred one

of the limited liability company law.

"Foreign limited liability partnership" means (i) any partnership

without limited partners operating under an agreement governed by the

laws of any jurisdiction, other than this state, each of whose partners

is a professional authorized by law to render a professional service

within this state and who is or has been engaged in the practice of such

profession in such partnership or a predecessor entity, or will engage

in the practice of such profession in the foreign limited liability

partnership within thirty days of the date of the effectiveness of the

notice provided for in subdivision (a) of section 121-1502 of this

chapter or each of whose partners is a professional, at least one of

whom is authorized by law to render a professional service within this

state and who is or has been engaged in the practice of such profession

in such partnership or a predecessor entity, or will engage in the

practice of such profession in the foreign limited liability partnership

within thirty days of the date of the effectiveness of the notice

provided for in subdivision (a) of section 121-1502 of this chapter,

(ii) any partnership without limited partners operating under an

agreement governed by the laws of any jurisdiction, other than this

state, authorized by, or holding a license, certificate, registration or

permit issued by the licensing authority pursuant to, the education law

to render a professional service within this state, which renders or

intends to render professional services within this state and which is

denominated as a registered limited liability partnership or limited

liability partnership under such laws, regardless of any difference

between such laws and the laws of this state, or (iii) a foreign related

limited liability partnership; except that all partners of a foreign

limited liability partnership that provides health, professional

engineering, land surveying, geologic, architectural and/or landscape

architectural services in this state shall be licensed in this state.

"Licensing authority" means the regents of the university of the state

of New York or the state education department, as the case may be, in

the case of all professions licensed under title eight of the education

law, and the appropriate appellate division of the supreme court in the

case of the profession of law.

"New York registered foreign limited liability partnership" means a

foreign limited liability partnership which has filed a notice pursuant

to subdivision (a) of section 121-1502 of this chapter that has not been

withdrawn or revoked and which complies with subdivision (1) of section

121-1502 of this chapter.

"Profession" includes any practice as an attorney and

counsellor-at-law or as a licensed physician, and those professions

designated in title eight of the education law.

"Professional" means an individual duly authorized to practice a

profession, a professional service corporation, a professional service

limited liability company, a foreign professional service limited

liability company, a registered limited liability partnership, a foreign

limited liability partnership, a foreign professional service

corporation or a professional partnership.

"Professional partnership" means (1) a partnership without limited

partners each of whose partners is a professional authorized by law to

render a professional service within this state, (2) a partnership

without limited partners each of whose partners is a professional, at

least one of whom is authorized by law to render a professional service

within this state or (3) a partnership without limited partners

authorized by, or holding a license, certificate, registration or permit

issued by the licensing authority pursuant to the education law to

render a professional service within this state; except that all

partners of a professional partnership that provides medical services in

this state must be licensed pursuant to article 131 of the education law

to practice medicine in this state and all partners of a professional

partnership that provides dental services in this state must be licensed

pursuant to article 133 of the education law to practice dentistry in

this state; and further except that all partners of a professional

partnership that provides professional engineering, land surveying,

geologic, architectural and/or landscape architectural services in this

state must be licensed pursuant to article 145, article 147 and/or

article 148 of the education law to practice one or more of such

professions in this state.

"Professional service" means any type of service to the public that

may be lawfully rendered by a member of a profession within the purview

of his or her profession.

"Professional service corporation" means (i) a corporation organized

under article fifteen of the business corporation law and (ii) any other

corporation organized under the business corporation law or any

predecessor statute, which is authorized by, or holds a license,

certificate, registration or permit issued by, the licensing authority

pursuant to the education law to render professional services within

this state.

"Professional service limited liability company" means a limited

liability company organized under article twelve of the limited

liability company law.

"Registered limited liability partnership" means a partnership without

limited partners operating under an agreement governed by the laws of

this state, registered under section 121-1500 of this chapter and

complying with section 121-1501 of this chapter.

"Foreign related limited liability partnership" means a partnership

without limited partners operating under an agreement governed by the

laws of any jurisdiction, other than this state, which (i) is

denominated as a limited liability partnership or registered limited

liability partnership under such laws, (ii) is not a foreign limited

liability partnership under clause (i) or (ii) of the paragraph defining

foreign limited liability partnership in this section, (iii) is

affiliated with a professional service limited liability company,

foreign professional service limited liability company, professional

service corporation, foreign professional service corporation,

registered limited liability partnership that is a professional

partnership under this section or a foreign limited liability

partnership under clause (i) or (ii) of the paragraph defining foreign

limited liability partnership in this section, and (iv) renders services

related or complementary to the professional services rendered by, or

provides services or facilities to, such professional service limited

liability company, foreign professional service limited liability

company, professional service corporation, foreign professional service

corporation, registered limited liability partnership or foreign limited

liability partnership. For purposes of this paragraph, such a

partnership is affiliated with a professional service limited liability

company, foreign professional service limited liability company,

professional service corporation, foreign professional service

corporation, registered limited liability partnership or foreign limited

liability partnership if (1) at least a majority of partners in one

partnership are partners in the other partnership, (2) at least a

majority of the partners in each partnership also are partners, hold

interests or are members in a limited liability company or other

business entity, and each partnership renders services pursuant to an

agreement with such limited liability company or other business entity,

or (3) the partnerships or the partnership and such professional service

limited liability company, such foreign professional service limited

liability company, such professional service corporation, or such

foreign professional service corporation are affiliates within the

meaning of paragraph (a) of section nine hundred twelve of the business

corporation law.

"Related limited liability partnership" means a partnership without

limited partners operating under an agreement governed by the laws of

this state, which (i) is not a professional partnership under this

section, (ii) is affiliated with a professional service limited

liability company, foreign professional service limited liability

company, professional service corporation, foreign professional service

corporation, registered limited liability partnership that is a

professional partnership under this section or a foreign limited

liability partnership under clause (i) or (ii) of the paragraph defining

foreign limited liability partnership in this section, and (iii) renders

services related or complementary to the professional services rendered

by, or provides services or facilities to, such professional service

limited liability company, foreign professional service limited

liability company, professional service corporation, foreign

professional service corporation, registered limited liability

partnership or foreign limited liability partnership. For purposes of

this paragraph, such a partnership is affiliated with a professional

service limited liability company, foreign professional service limited

liability company, professional service corporation, foreign

professional service corporation, registered limited liability

partnership or foreign limited liability partnership if (1) at least a

majority of partners in one partnership are partners in the other

partnership, (2) at least a majority of the partners in each partnership

also are partners, hold interests or are members in a limited liability

company or other business entity, and each partnership renders services

pursuant to an agreement with such limited liability company or other

business entity, or (3) the partnerships or the partnership and such

professional service limited liability company, such foreign

professional service limited liability company, such professional

service corporation, or such foreign professional service corporation

are affiliates within the meaning of paragraph (a) of section nine

hundred twelve of the business corporation law.

Interpretation of knowledge and notice. 1. A person has

"knowledge" of a fact within the meaning of this chapter not only when

he has actual knowledge thereof, but also when he has knowledge of such

other facts as in the circumstances shows bad faith.

2. A person has "notice" of a fact within the meaning of this chapter

when the person who claims the benefit of the notice:

(a) States the fact to such person, or

(b) Delivers through the mail, or by other means of communication, a

written statement of the fact to such person or to a proper person at

his place of business or residence.

Rules of construction. 1. The rule that statutes in derogation of

the common law are to be strictly construed shall have no application to

this chapter.

2. The law of estoppel shall apply under this chapter.

3. The law of agency shall apply under this chapter.

4. This chapter shall be so interpreted and construed as to effect its

general purpose to make uniform the law of those states which enact it.

5. This chapter shall not be construed so as to impair the obligations

of any contract existing when the chapter goes into effect, nor to

affect any action or proceedings begun or right accrued before this

chapter takes effect.

Rules for cases not provided for in this chapter. In any case not

provided for in this chapter the rules of law and equity, including the

law merchant, shall govern.

Partnership defined. 1. A partnership is an association of two

or more persons to carry on as co-owners a business for profit and

includes for all purposes of the laws of this state, a registered

limited liability partnership.

2. But any association formed under any other statute of this state,

or any statute adopted by authority, other than the authority of this

state, is not a partnership under this chapter, unless such association

would have been a partnership in this state prior to the adoption of

this chapter; but this chapter shall apply to limited partnerships

except in so far as the statutes relating to such partnerships are

inconsistent herewith.

Rules for determining the existence of a partnership. In

determining whether a partnership exists, these rules shall apply:

1. Except as provided by section twenty-seven persons who are not

partners as to each other are not partners as to third persons.

2. Joint tenancy, tenancy in common, tenancy by the entireties, joint

property, common property, or part ownership does not of itself

establish a partnership, whether such co-owners do or do not share any

profits made by the use of the property.

3. The sharing of gross returns does not of itself establish a

partnership, whether or not the persons sharing them have a joint or

common right or interest in any property from which the returns are

derived.

4. The receipt by a person of a share of the profits of a business is

prima facie evidence that he is a partner in the business, but no such

inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise,

(b) As wages of an employee or rent to a landlord,

(c) As an annuity to a surviving spouse or representative of a

deceased partner,

(d) As interest on a loan, though the amount of payment vary with the

profits of the business,

(e) As the consideration for the sale of the good-will of a business

or other property by installments or otherwise.

Partnership property. 1. All property originally brought into

the partnership stock or subsequently acquired, by purchase or

otherwise, on account of the partnership is partnership property.

2. Unless the contrary intention appears, property acquired with

partnership funds is partnership property.

3. Any estate in real property may be acquired in the partnership

name. Title so acquired can be conveyed only in the partnership name.

4. A conveyance to a partnership in the partnership name, though

without words of inheritance, passes the entire estate of the grantor

unless a contrary intent appears.

Partner agent of partnership as to partnership business. 1.

Every partner is an agent of the partnership for the purpose of its

business, and the act of every partner, including the execution in the

partnership name of any instrument, for apparently carrying on in the

usual way the business of the partnership of which he is a member binds

the partnership, unless the partner so acting has in fact no authority

to act for the partnership in the particular matter, and the person with

whom he is dealing has knowledge of the fact that he has no such

authority.

2. An act of a partner which is not apparently for the carrying on of

the business of the partnership in the usual way does not bind the

partnership unless authorized by the other partners.

3. Unless authorized by the other partners or unless they have

abandoned the business, one or more but less than all the partners have

no authority to:

(a) Assign the partnership property in trust for creditors or on the

assignee's promise to pay the debts of the partnership.

(b) Dispose of the good-will of the business.

(c) Do any other act which would make it impossible to carry on the

ordinary business of the partnership.

(d) Confess a judgment.

(e) Submit a partnership claim or liability to arbitration or

reference.

4. No act of a partner in contravention of a restriction on his

authority shall bind the partnership to persons having knowledge of the

restriction.

Conveyance of real property of the partnership. 1. Where title

to real property is in the partnership name, any partner may convey

title to such property by a conveyance executed in the partnership name;

but the partnership may recover such property unless the partner's act

binds the partnership under the provisions of subdivision one of section

twenty, or unless such property has been conveyed by the grantee or a

person claiming through such grantee to a holder for value without

knowledge that the partner, in making the conveyance, has exceeded his

authority.

2. Where title to real property is in the name of the partnership, a

conveyance executed by a partner, in his own name, passes the equitable

interest of the partnership, provided the act is one within the

authority of the partner under the provisions of subdivision one of

section twenty.

3. Where title to real property is in the name of one or more but not

all the partners, and the record does not disclose the right of the

partnership, the partners in whose name the title stands may convey

title to such property, but the partnership may recover such property if

the partners' act does not bind the partnership under the provisions of

subdivision one of section twenty, unless the purchaser or his assignee

is a holder for value, without knowledge.

4. Where the title to real property is in the name of one or more or

all the partners, or in a third person in trust for the partnership, a

conveyance executed by a partner in the partnership name, or in his own

name, passes the equitable interest of the partnership, provided the act

is one within the authority of the partner under the provisions of

subdivision one of section twenty.

5. Where the title to real property is in the names of all the

partners a conveyance executed by all the partners passes all their

rights in such property.

Partnership bound by admission of partner. An admission or

representation made by any partner concerning partnership affairs within

the scope of his authority as conferred by this chapter is evidence

against the partnership.

Partnership charged with knowledge of or notice to partner.

Notice to any partner of any matter relating to partnership affairs, and

the knowledge of the partner acting in the particular matter, acquired

while a partner or then present to his mind, and the knowledge of any

other partner who reasonably could and should have communicated it to

the acting partner, operate as notice to or knowledge of the

partnership, except in the case of a fraud on the partnership committed

by or with the consent of that partner.

Partnership bound by partner's wrongful act. Where, by any

wrongful act or omission of any partner acting in the ordinary course of

the business of the partnership, or with the authority of his

copartners, loss or injury is caused to any person, not being a partner

in the partnership, or any penalty is incurred, the partnership is

liable therefor to the same extent as the partner so acting or omitting

to act.

Partnership bound by partner's breach of trust. The partnership

is bound to make good the loss:

1. Where one partner acting within the scope of his apparent authority

receives money or property of a third person and misapplies it; and

2. Where the partnership in the course of its business receives money

or property of a third person and the money or property so received is

misapplied by any partner while it is in the custody of the partnership.

Nature of partner's liability. (a) Except as provided in

subdivision (b) of this section, all partners are liable:

1. Jointly and severally for everything chargeable to the partnership

under sections twenty-four and twenty-five.

2. Jointly for all other debts and obligations of the partnership; but

any partner may enter into a separate obligation to perform a

partnership contract.

(b) Except as provided by subdivisions (c) and (d) of this section, no

partner of a partnership which is a registered limited liability

partnership is liable or accountable, directly or indirectly (including

by way of indemnification, contribution or otherwise), for any debts,

obligations or liabilities of, or chargeable to, the registered limited

liability partnership or each other, whether arising in tort, contract

or otherwise, which are incurred, created or assumed by such partnership

while such partnership is a registered limited liability partnership,

solely by reason of being such a partner or acting (or omitting to act)

in such capacity or rendering professional services or otherwise

participating (as an employee, consultant, contractor or otherwise) in

the conduct of the other business or activities of the registered

limited liability partnership.

(c) Notwithstanding the provisions of subdivision (b) of this section,

(i) each partner, employee or agent of a partnership which is a

registered limited liability partnership shall be personally and fully

liable and accountable for any negligent or wrongful act or misconduct

committed by him or her or by any person under his or her direct

supervision and control while rendering professional services on behalf

of such registered limited liability partnership and (ii) each

shareholder, director, officer, member, manager, partner, employee and

agent of a professional service corporation, foreign professional

service corporation, professional service limited liability company,

foreign professional service limited liability company, registered

limited liability partnership, foreign limited liability partnership or

professional partnership that is a partner, employee or agent of a

partnership which is a registered limited liability partnership shall be

personally and fully liable and accountable for any negligent or

wrongful act or misconduct committed by him or her or by any person

under his or her direct supervision and control while rendering

professional services in his or her capacity as a partner, employee or

agent of such registered limited liability partnership. The relationship

of a professional to a registered limited liability partnership with

which such professional is associated, whether as a partner, employee or

agent, shall not modify or diminish the jurisdiction over such

professional of the licensing authority and in the case of an attorney

and counsellor-at-law or a professional service corporation,

professional service limited liability company, foreign professional

service limited liability company, registered limited liability

partnership, foreign limited liability partnership, foreign professional

service corporation or professional partnership, engaged in the practice

of law, the other courts of this state.

(d) Notwithstanding the provisions of subdivision (b) of this section,

all or specified partners of a partnership which is a registered limited

liability partnership may be liable in their capacity as partners for

all or specified debts, obligations or liabilities of a registered

limited liability partnership to the extent at least a majority of the

partners shall have agreed unless otherwise provided in any agreement

between the partners. Any such agreement may be modified or revoked to

the extent at least a majority of the partners shall have agreed, unless

otherwise provided in any agreement between the partners; provided,

however, that (i) any such modification or revocation shall not affect

the liability of a partner for any debts, obligations or liabilities of

a registered limited liability partnership incurred, created or assumed

by such registered limited liability partnership prior to such

modification or revocation and (ii) a partner shall be liable for debts,

obligations and liabilities of the registered limited liability

partnership incurred, created or assumed after such modification or

revocation only in accordance with this article and, if such agreement

is further modified, such agreement as so further modified but only to

the extent not inconsistent with subdivision (c) of this section.

Nothing in this section shall in any way affect or impair the ability of

a partner to act as a guarantor or surety for, provide collateral for or

otherwise be liable for, the debts, obligations or liabilities of a

registered limited liability partnership.

(e) Subdivision (b) of this section shall not affect the liability of

a registered limited liability partnership out of partnership assets for

partnership debts, obligations and liabilities.

(f) Neither the withdrawal or revocation of a registered limited

liability partnership pursuant to subdivision (f) or (g), respectively,

of section 121-1500 of this chapter nor the dissolution, winding up or

termination of a registered limited liability partnership shall affect

the applicability of the provisions of subdivision (b) of this section

for any debt, obligation or liability incurred, created or assumed while

the partnership was a registered limited liability partnership.

Partner by estoppel. 1. When a person, by words spoken or

written or by conduct, represents himself, or consents to another

representing him to any one, as a partner in an existing partnership or

with one or more persons not actual partners, he is liable to any such

person to whom such representation has been made, who has, on the faith

of such representation, given credit to the actual or apparent

partnership, and if he has made such representation or consented to its

being made in a public manner he is liable to such person, whether the

representation has or has not been made or communicated to such person

so giving credit by or with the knowledge of the apparent partner making

the representation or consenting to its being made.

(a) When a partnership liability results, he is liable as though he

were an actual member of the partnership.

(b) When no partnership liability results, he is liable jointly with

the other persons, if any, so consenting to the contract or

representation as to incur liability, otherwise separately.

2. When a person has been thus represented to be a partner in an

existing partnership, or with one or more persons not actual partners,

he is an agent of the persons consenting to such representation to bind

them to the same extent and in the same manner as though he were a

partner in fact, with respect to persons who rely upon the

representation. Where all the members of the existing partnership

consent to the representation, a partnership act or obligation results;

but in all other cases it is the joint act or obligation of the person

acting and the persons consenting to the representation.

Liability of incoming partner. A person admitted as a partner

into an existing partnership is liable for all the obligations of the

partnership arising before his admission as though he had been a partner

when such obligations were incurred, except that his liability shall be

satisfied only out of partnership property.

Rules determining rights and duties of partners. The rights and

duties of the partners in relation to the partnership shall be

determined, subject to any agreement between them, by the following

rules:

1. Each partner shall be repaid his contributions, whether by way of

capital or advances to the partnership property and share equally in the

profits and surplus remaining after all liabilities, including those to

partners, are satisfied; and except as provided in subdivision (b) of

section twenty-six of this chapter, each partner must contribute toward

the losses, whether of capital or otherwise, sustained by the

partnership according to his share in the profits.

2. Except as provided in subdivision (b) of section twenty-six of

this chapter, the partnership must indemnify every partner in respect of

payments made and personal liabilities reasonably incurred by him in the

ordinary and proper conduct of its business, or for the preservation of

its business or property.

3. A partner, who in aid of the partnership makes any payment or

advance beyond the amount of capital which he agreed to contribute,

shall be paid interest from the date of the payment or advance.

4. A partner shall receive interest on the capital contributed by him

only from the date when repayment should be made.

5. All partners have equal rights in the management and conduct of the

partnership business.

6. No partner is entitled to remuneration for acting in the

partnership business, except that a surviving partner is entitled to

reasonable compensation for his services in winding up the partnership

affairs.

7. No person can become a member of a partnership without the consent

of all the partners.

8. Any difference arising as to ordinary matters connected with the

partnership business may be decided by a majority of the partners; but

no act in contravention of any agreement between the partners may be

done rightfully without the consent of all the partners.

Partnership books. The partnership books shall be kept, subject

to any agreement between the partners, at the principal place of

business of the partnership, and every partner shall at all times have

access to and may inspect and copy any of them.

Duty of partners to render information. Partners shall render

on demand true and full information of all things affecting the

partnership to any partner or the legal representative of any deceased

partner or partner under legal disability.

Partner accountable as a fiduciary. 1. Every partner must

account to the partnership for any benefit, and hold as trustee for it

any profits derived by him without the consent of the other partners

from any transaction connected with the formation, conduct, or

liquidation of the partnership or from any use by him of its property.

2. This section applies also to the representatives of a deceased

partner engaged in the liquidation of the affairs of the partnership as

the personal representatives of the last surviving partner.

Right to an account. Any partner shall have the right to a

formal account as to partnership affairs:

1. If he is wrongfully excluded from the partnership business or

possession of its property by his copartners,

2. If the right exists under the terms of any agreement,

3. As provided by section forty-three,

4. Whenever other circumstances render it just and reasonable.

Continuation of partnership beyond fixed term. 1. When a

partnership for a fixed term or particular undertaking is continued

after the termination of such term or particular undertaking without any

express agreement, the rights and duties of the partners remain the same

as they were at such termination, so far as is consistent with a

partnership at will.

2. A continuation of the business by the partners or such of them as

habitually acted therein during the term, without any settlement or

liquidation of the partnership affairs, is prima facie evidence of a

continuation of the partnership.

Extent of property rights of a partner. The property rights of

a partner are (a) his rights in specific partnership property, (b) his

interest in the partnership, and (c) his right to participate in the

management.

Nature of a partner's right in specific partnership property.

1. A partner is co-owner with his partners of specific partnership

property holding as a tenant in partnership.

2. The incidents of this tenancy are such that:

(a) A partner, subject to the provisions of this chapter and to any

agreement between the partners, has an equal right with his partners to

possess specific partnership property for partnership purposes; but he

has no right to possess such property for any other purpose without the

consent of his partners.

(b) A partner's right in specific partnership property is not

assignable except in connection with the assignment of the rights of all

the partners in the same property.

(c) A partner's right in specific partnership property is not subject

to attachment or execution, except on a claim against the partnership.

When partnership property is attached for a partnership debt the

partners, or any of them, or the representatives of a deceased partner,

cannot claim any right under the homestead or exemption laws.

(d) On the death of a partner his right in specific partnership

property vests in the surviving partner or partners, except where the

deceased was the last surviving partner, when his right in such property

vests in his legal representative. Such surviving partner or partners,

or the legal representative of the last surviving partner, has no right

to possess the partnership property for any but a partnership purpose.

(e) A partner's right in specific partnership property is not subject

to dower, curtesy, or allowances to surviving spouses, heirs, or next of

kin.

Nature of partner's interest in the partnership. A partner's

interest in the partnership is his share of the profits and surplus and

the same is personal property.

Assignment of partner's interest. 1. A conveyance by a partner

of his interest in the partnership does not of itself dissolve the

partnership, nor, as against the other partners in the absence of

agreement, entitle the assignee, during the continuance of the

partnership, to interfere in the management or administration of the

partnership business or affairs, or to require any information or

account of partnership transactions, or to inspect the partnership

books; but it merely entitles the assignee to receive in accordance with

his contract the profits to which the assigning partner would otherwise

be entitled.

2. In case of a dissolution of the partnership, the assignee is

entitled to receive his assignor's interest and may require an account

from the date only of the last account agreed to by all the partners.

Partner's interest subject to charging order. 1. On due

application to a competent court by any judgment creditor of a partner,

the court which entered the judgment, order, or decree, or any other

court, may charge the interest of the debtor partner with payment of the

unsatisfied amount of such judgment debt with interest thereon. Upon

such application or upon the granting of an order attaching the interest

of the debtor partner before judgment, the court may then or later

appoint a receiver of his share of the profits, and of any other money

due or to fall due to him in respect of the partnership, and make all

other orders, directions, accounts and inquiries which the debtor

partner might have made, or which the circumstances of the case may

require.

2. The interest charged may be redeemed at any time before

foreclosure, or in case of a sale being directed by the court may be

purchased without thereby causing a dissolution:

(a) With separate property, by any one or more of the partners, or

(b) With partnership property, by any one or more of the partners with

the consent of all the partners whose interests are not so charged or

sold.

3. Nothing in this act shall be held to deprive a partner of his

right, if any, under the exemption laws, as regards his interest in the

partnership.

Dissolution defined. The dissolution of a partnership is the

change in the relation of the partners caused by any partner ceasing to

be associated in the carrying on as distinguished from the winding up of

the business.

Partnership not terminated by dissolution. On dissolution the

partnership is not terminated, but continues until the winding up of

partnership affairs is completed.

Causes of dissolution. Dissolution is caused:

1. Without violation of the agreement between the partners,

(a) By the termination of the definite term or particular undertaking

specified in the agreement,

(b) By the express will of any partner when no definite term or

particular undertaking is specified,

(c) By the express will of all the partners who have not assigned

their interests or suffered them to be charged for their separate debts,

either before or after the termination of any specified term or

particular undertaking,

(d) By the expulsion of any partner from the business bona fide in

accordance with such a power conferred by the agreement between the

partners;

2. In contravention of the agreement between the partners, where the

circumstances do not permit a dissolution under any other provision of

this section, by the express will of any partner at any time;

3. By any event which makes it unlawful for the business of the

partnership to be carried on or for the members to carry it on in

partnership;

4. By the death of any partner;

5. By the bankruptcy of any partner or the partnership;

6. By decree of court under section sixty-three.

Dissolution by decree of court. The court shall decree a

dissolution.

1. On application by or for a partner whenever:

(a) A partner has been declared incompetent in any judicial proceeding

or is shown to be of unsound mind,

(b) A partner becomes in any other way incapable of performing his

part of the partnership contract,

(c) A partner has been guilty of such conduct as tends to affect

prejudicially the carrying on of the business,

(d) A partner wilfully or persistently commits a breach of the

partnership agreement, or otherwise so conducts himself in matters

relating to the partnership business that it is not reasonably

practicable to carry on the business in partnership with him,

(e) The business of the partnership can only be carried on at a loss,

(f) Other circumstances render a dissolution equitable;

2. On the application of the purchaser of a partner's interest under

sections fifty-three or fifty-four:

(a) After the termination of the specified term or particular

undertaking,

(b) At any time if the partnership was a partnership at will when the

interest was assigned or when the charging order was issued.

General effect of dissolution on authority of partner. Except

so far as may be necessary to wind up partnership affairs or to complete

transactions begun but not then finished, dissolution terminates all

authority of any partner to act for the partnership,

1. With respect to the partners:

(a) When the dissolution is not by the act, bankruptcy or death of a

partner; or

(b) When the dissolution is by such act, bankruptcy or death of a

partner, in cases where section sixty-five so requires.

2. With respect to persons not partners, as declared in section

sixty-six.

Right of partner to contribution from copartners after

dissolution. Where the dissolution is caused by the act, death or

bankruptcy of a partner, each partner is liable to his copartners for

his share of any liability created by any partner acting for the

partnership as if the partnership had not been dissolved unless

1. The dissolution being by act of any partner, the partner acting for

the partnership had knowledge of the dissolution,

2. The dissolution being by the death or bankruptcy of a partner, the

partner acting for the partnership had knowledge or notice of the death

or bankruptcy, or

3. The liability is for a debt, obligation or liability for which the

partner is not liable as provided in subdivision (b) of section

twenty-six of this chapter.

Power of partner to bind partnership to third persons after

dissolution. (1) After dissolution a partner can bind the partnership

except as provided in subdivision three

(a) By any act appropriate for winding up partnership affairs or

completing transactions unfinished at dissolution;

(b) By any transaction which would bind the partnership if dissolution

had not taken place, provided the other party to the transaction

(I) Had extended credit to the partnership prior to dissolution and

had no knowledge or notice of the dissolution; or

(II) Though he had not so extended credit, had nevertheless known of

the partnership prior to the dissolution, and, having no knowledge or

notice of dissolution, the fact of dissolution had not been advertised

in a newspaper of general circulation in the place (or in each place if

more than one) at which the partnership business was regularly carried

on.

2. The liability of a partner under subdivision one, paragraph (b),

shall be satisfied out of partnership assets alone when such partner had

been prior to dissolution

(a) Unknown as a partner to the person with whom the contract is made;

and

(b) So far unknown and inactive in partnership affairs that the

business reputation of the partnership could not be said to have been in

any degree due to his connection with it.

3. The partnership is in no case bound by any act of a partner after

dissolution

(a) Where the partnership is dissolved because it is unlawful to carry

on the business, unless the act is appropriate for winding up partnerhip

affairs; or

(b) Where the partner has become bankrupt; or

(c) Where the partner has no authority to wind up partnership affairs,

except by a transaction with one who

(I) Had extended credit to the partnership prior to dissolution and

had no knowledge or notice of his want of authority; or

(II) Had not extended credit to the partnership prior to dissolution,

and, having no knowledge or notice of his want of authority, the fact of

his want of authority has not been advertised in the manner provided for

advertising the fact of dissolution in subdivision one, paragraph (b),

clause (II).

4. Nothing in this section shall affect the liability under section

twenty-seven of any person who after dissolution represents himself or

consents to another representing him as a partner in a partnership

engaged in carrying on business.

Effect of dissolution on partner's existing liability. 1. The

dissolution of the partnership does not of itself discharge the existing

liability of any partner.

2. A partner is discharged from any existing liability upon

dissolution of the partnership by an agreement to that effect between

himself, the partnership creditor and the person or partnership

continuing the business; and such agreement may be inferred from the

course of dealing between the creditor having knowledge of the

dissolution and the person or partnership continuing the business.

3. Where a person agrees to assume the existing obligations of a

dissolved partnership, the partners whose obligations have been assumed

shall be discharged from any liability to any creditor of the

partnership who, knowing of the agreement, consents to a material

alteration in the nature or time of payment of such obligations.

4. The individual property of a deceased partner shall be liable for

those obligations of the partnership incurred while he was a partner and

for which he was liable under section twenty-six of this chapter but

subject to the prior payment of his separate debts.

Right to wind up. Unless otherwise agreed the partners who have

not wrongfully dissolved the partnership or the legal representative of

the last surviving partner, not bankrupt, has the right to wind up the

partnership affairs; provided, however, that any partner, his legal

representative, or his assignee, upon cause shown, may obtain winding up

by the court.

Rights of partners to application of partnership property 1.

When dissolution is caused in any way, except in contravention of the

partnership agreement, each partner, as against his copartners and all

persons claiming through them in respect of their interests in the

partnership, unless otherwise agreed, may have the partnership property

applied to discharge its liabilities, and the surplus applied to pay in

cash the net amount owing to the respective partners. But if dissolution

is caused by expulsion of a partner, bona fide under the partnership

agreement, and if the expelled partner is discharged from all

partnership liabilities, either by payment or agreement under section

sixty-seven, subdivision two, he shall receive in cash only the net

amount due him from the partnership.

2. When dissolution is caused in contravention of the partnership

agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have,

(I) All the rights specified in subdivision one of this section, and

(II) The right, as against each partner who has caused the dissolution

wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if

they all desire to continue the business in the same name, either by

themselves or jointly with others, may do so, during the agreed term for

the partnership and for that purpose may possess the partnership

property, provided they secure the payment by bond approved by the

court, or pay to any partner who has caused the dissolution wrongfully,

the value of his interest in the partnership at the dissolution, less

any damages recoverable under clause (II) of paragraph (a) of

subdivision two of this section, and in like manner indemnify him

against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfully shall have:

(I) If the business is not continued under the provisions of paragraph

(b) of subdivision two of this section all the rights of a partner under

subdivision (1), subject to clause (II) of paragraph (a) of subdivision

two, of this section.

(II) If the business is continued under paragraph (b) of subdivision

two of this section the right as against his copartners and all claiming

through them in respect of their interest in the partnership, to have

the value of his interest in the partnership, less any damages caused to

his copartners by the dissolution, ascertained and paid to him in cash,

or the payment secured by bond approved by the court, and to be released

from all existing liabilities of the partnership; but in ascertaining

the value of the partner's interest the value of the good-will of the

business shall not be considered.

Rights where partnership is dissolved for fraud, or

misrepresentation. Where a partnership contract is rescinded on the

ground of the fraud or misrepresentation of one of the parties thereto,

the party entitled to rescind is, without prejudice to any other right,

entitled,

(a) To a lien on, or right of retention of, the surplus of the

partnership property after satisfying the partnership liabilities to

third persons for any sum of money paid by him for the purchase of an

interest in the partnership and for any capital or advances contributed

by him; and

(b) To stand, after all liabilities to third persons have been

satisfied, in the place of the creditors of the partnership for any

payments made by him in respect of the partnership liabilities; and

(c) To be indemnified by the person guilty of the fraud or making the

representation against all debts and liabilities of the partnership.

Rules for distribution. In settling accounts between the

partners after dissolution, the following rules shall be observed,

subject to any agreement to the contrary:

(a) The assets of the partnership are:

I. The partnership property,

II. The contributions of the partners specified in paragraph (d) of

this subdivision.

(b) The liabilities of the partnership shall rank in order of payment,

as follows:

I. Those owing to creditors other than partners,

II. Those owing to partners other than for capital and profits,

III. Those owing to partners in respect of capital,

IV. Those owing to partners in respect of profits.

(c) The assets shall be applied in the order of their declaration in

clause (a) of this paragraph to the satisfaction of the liabilities.

(d) Except as provided in subdivision (b) of section twenty-six of

this section: (1) partners shall contribute, as provided by section

forty, subdivision one, the amount necessary to satisfy the liabilities;

and (2) if any, but not all, of the partners are insolvent, or, not

being subject to process, refuse to contribute, the other partners shall

contribute their share of the liabilities, and, in the relative

proportions in which they share the profits, the additional amount

necessary to pay the liabilities.

(e) An assignee for the benefit of creditors or any person appointed

by the court shall have the right to enforce the contributions specified

in paragraph (d) of this subdivision.

(f) Any partner or his legal representative shall have the right to

enforce the contributions specified in paragraph (d) of this

subdivision, to the extent of the amount which he has paid in excess of

his share of the liability.

(g) The individual property of a deceased partner shall be liable for

the contributions specified in paragraph (d) of this subdivision.

(h) When partnership property and the individual properties of the

partners are in the possession of a court for distribution, partnership

creditors shall have priority on partnership property and separate

creditors on individual property, saving the rights of lien or secured

creditors as heretofore.

(i) Where a partner has become bankrupt or his estate is insolvent the

claims against his separate property shall rank in the following order:

I. Those owing to separate creditors,

II. Those owing to partnership creditors,

III. Those owing to partners by way of contribution.

Payment of wages by receivers. Upon the appointment of a

receiver of a partnership the wages of the employees of such partnership

shall be preferred to every other debt or claim.

Liability of persons continuing the business in certain cases.

1. When any new partner is admitted into an existing partnership, or

when any partner retires and assigns (or the representative of the

deceased partner assigns) his rights in partnership property to two or

more of the partners, or to one or more of the partners and one or more

third persons, if the business is continued without liquidation of the

partnership affairs, creditors of the first or dissolved partnership are

also creditors of the partnership so continuing the business.

2. When all but one partner retire and assign (or the representative

of a deceased partner assigns) their rights in partnership property to

the remaining partner, who continues the business without liquidation of

partnership affairs, either alone or with others, creditors of the

dissolved partnership are also creditors of the person or partnership so

continuing the business.

3. When any partner retires or dies and the business of the dissolved

partnership is continued as set forth in subdivisions one and two of

this section, with the consent of the retired partners or the

representative of the deceased partner, but without any assignment of

his right in partnership property, rights of creditors of the dissolved

partnership and of the creditors of the person or partnership continuing

the business shall be as if such assignment had been made.

4. When all the partners or their representatives assign their rights

in partnership property to one or more third persons who promise to pay

the debts and who continue the business of the dissolved partnership,

creditors of the dissolved partnership are also creditors of the person

or partnership continuing the business.

5. When any partner wrongfully causes a dissolution and the remaining

partners continue the business under the provisions of section

sixty-nine, paragraph (b) of subdivision two, either alone or with

others, and without liquidation of the partnership affairs, creditors of

the dissolved partnership are also creditors of the person or

partnership continuing the business.

6. When a partner is expelled and the remaining partners continue the

business either alone or with others, without liquidation of the

partnership affairs, creditors of the dissolved partnership are also

creditors of the person or partnership continuing the business.

7. The liability of a third person becoming a partner in the

partnership continuing the business under this section to the creditors

of the dissolved partnership shall be satisfied out of partnership

property only.

8. When the business of a partnership after dissolution is continued

under any conditions set forth in this section the creditors of the

dissolved partnership, as against the separate creditors of the retiring

or deceased partner or the representative of the deceased partner, have

a prior right to any claim of the retired partner or the representative

of the deceased partner against the person or partnership continuing the

business, on account of the retired or deceased partner's interest in

the dissolved partnership or on account of any consideration promised

for such interest or for his right in partnership property.

9. Nothing in this section shall be held to modify any right of

creditors to set aside any assignment on the ground of fraud.

10. The use by the person or partnership continuing the business of

the partnership name, or the name of a deceased partner as part thereof,

shall not of itself make the individual property of the deceased partner

liable for any debts contracted by such person or partnership.

Rights of retiring or estate of deceased partner when the

business is continued. When any partner retires or dies, and the

business is continued under any of the conditions set forth in section

seventy-two, subdivisions one, two, three, five and six, or section

sixty-nine, paragraph (b) of subdivision two, without any settlement of

accounts as between him or his estate and the person or partnership

continuing the business, unless otherwise agreed, he or his legal

representative as against such persons or partnership may have the value

of his interest at the date of dissolution ascertained, and shall

receive as an ordinary creditor an amount equal to the value of his

interest in the dissolved partnership with interest, or, at his option

or at the option of his legal representative, in lieu of interest, the

profits attributable to the use of his right in the property of the

dissolved partnership; provided that the creditors of the dissolved

partnership as against the separate creditors, or the representative of

the retired or deceased partner, shall have priority on any claim

arising under this section, as provided by section seventy-two,

subdivision eight of this chapter.

Accrual of actions. The right to an account of his interest

shall accrue to any partner, or his legal representative, as against the

winding up partners or the surviving partners or the person or

partnership continuing the business, at the date of dissolution, in the

absence of agreement to the contrary.

Continuance of partnership business during action for

accounting. In an action brought to dissolve a partnership, or for an

accounting between partners, or affecting the continued prosecution of

the business, the court may, in its discretion, by order, authorize the

partnership business to be continued, during the pendency of the action

by one or more of the partners, upon their executing and filing with the

clerk an undertaking, in such a sum and with such sureties as the order

prescribes, to the effect that they will obey all orders of the court,

in the action, and perform all things which the judgment therein

requires them to perform. The court may impose such other conditions as

it deems proper, and it may in its discretion at any time thereafter

require a new undertaking to be given. The court may also ascertain the

value of the partnership property, and of the interest of the respective

partners by a reference or otherwise, and may direct an accounting

between any of the partners; and the judgment may make such provision

for the payment to the retiring partners, for their interest, and with

respect to the rights of creditors, the title to the partnership

property, and otherwise, as justice requires, with or without the

appointment of a receiver, or a sale of the partnership property.

When partnership or business name may be continued. The use of

a partnership or a business name may be continued in either of the

following cases:

1. Where the business of any firm or partnership in this state, having

business relations with foreign countries or which has transacted

business in this state or in any other state or territory of the United

States continues to be conducted by some or any of the partners, their

or any of their assignees, appointees or successors in interest.

2. Where any partnership shall hereafter be formed under the laws of

this state it may use the firm or corporate name of any general or

limited partnership or of any corporation, domestic or foreign, which

may theretofore have carried on its business within this state, where

said general or limited partnership or corporation has discontinued or

shall be about to discontinue its business within the state, and where a

majority of the partners, general or special, in either of such last

mentioned copartnerships or of the survivors thereof shall be members of

the new copartnership, or where a majority of the members of such

copartnership theretofore existing or of the surviving members thereof,

or where stockholders holding a majority of the stock of such

corporation shall consent in writing to the use of such firm or

corporate name by such new copartnership; or

3. Where any resident of this state dies, who at the time of his death

and for at least five years immediately prior thereto, conducted and

carried on in his sole name, any business in this state, or who at the

time of his death, so conducted and carried on any business having

relation with other states or foreign countries, the right to use the

name of such person, for the purpose of continuing and carrying on such

business, shall survive and pass and be disposed of and accounted for as

a part of the personal estate of such deceased person, and such business

may be continued and carried on under such name by any person who comes

into the legal possession thereof.

Certificate to be filed. Whenever a partnership or business

name continues to be used as provided by section eighty, the person or

persons using such name shall sign and acknowledge or swear to a

certificate, declaring the person or persons intending to deal under

such name, with their respective places of residence, and file the same

in the clerk's office of the county where the principal place of

business is located, and cause a copy of such certificate to be

published once in each week for four consecutive weeks in a newspaper of

the city or town in which such principal place of business is located,

or if none be published in such city or town, in the newspaper nearest

thereto. A county clerk with whom any such certificate is filed, shall

keep a register in which shall be entered in alphabetical order the name

of every such partnership and of the partners thereof, and every such

business name of a deceased person and the names of the person filing

certificates therefor.

Fictitious firm names prohibited. No person shall hereafter

transact business in the name of a partner not interested in his firm,

and when the designation "and company," or "and Co." is used, it shall

represent an actual partner; but a violation of this section shall not

be a defense in an action or proceeding brought by an assignee for the

benefit of creditors or by a receiver of the property of or by an

executor or administrator of a person who has violated the same.

Limited partnership defined. A limited partnership is a

partnership formed by two or more persons under the provisions of

section ninety-one, having as members one or more general partners and

one or more limited partners. The limited partners as such shall not be

bound by the obligations of the partnership.

Formation. (1) 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.

(b) 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.

(2) 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).

Business which may be carried on. A limited partnership may

carry on any business which a partnership without limited partners may

carry on.

Character of limited partner's contribution. The contributions

of a limited partner may be cash or other property, but not services.

Name not to contain surname of limited partner; exceptions. (1)

The surname of a limited partner shall not appear in the partnership

name, unless

(a) It is also the surname of a general partner, or

(b) Prior to the time when the limited partner became such the

business had been carried on under a name in which his surname appeared.

(2) A limited partner whose name appears in a partnership name

contrary to the provisions of subdivision one of this section is liable

as a general partner to partnership creditors who extend credit to the

partnership without actual knowledge that he is not a general partner.

Liability for false statements in certificate. If the

certificate contains a false statement, one who suffers loss by reliance

on such statement may hold liable any party to the certificate who knew

the statement to be false

(a) At the time he signed the certificate, or

(b) Subsequently, but within a sufficient time before the statement

was relied upon to enable him to cancel or amend the certificate, or to

file a petition for its cancellation or amendment as provided in section

one hundred and fourteen of this article.

Limited partner not liable to creditors. A limited partner

shall not become liable as a general partner unless, in addition to the

exercise of his rights and powers as a limited partner, he takes part in

the control of the business; and the exercise of the rights and powers

granted by subdivision three of section ninety-nine of this chapter

shall not constitute taking part in the control of the business. The

commencement of or other participation by a limited partner in an action

brought pursuant to section one hundred fifteen-a of this article shall

not be deemed to be a taking part in the control of the business within

the meaning of this section.

Admission of additional limited partners. After the formation

of a limited partnership, additional limited partners may be admitted

upon filing an amendment to the original certificate in accordance with

the requirements of section one hundred and fourteen.

Rights, powers and liabilities of a general partner. (1) A

general partner shall have all the rights and powers and be subject to

all the restrictions and liabilities of a partner in a partnership

without limited partners, except that without the written consent or

ratification of the specific act by all the limited partners, a general

partner or all of the general partners have no authority to

(a) Do any act in contravention of the certificate.

(b) Do any act which would make it impossible to carry on the ordinary

business of the partnership.

(c) Confess a judgment against the partnership.

(d) Possess partnership property, or assign their rights in specific

partnership property, for other than a partnership purpose.

(e) Admit a person as a general partner.

(f) Admit a person as a limited partner, unless the right so to do is

given in the certificate.

(g) Continue the business with partnership property on the death,

retirement or insanity of a general partner, unless the right so to do

is given in the certificate.

Rights of a limited partner. (1) A limited partner shall have

the same rights as a general partner to

(a) Have the partnership books kept at the principal place of business

of the partnership, and at all times to inspect and copy any of them.

(b) Have on demand true and full information of all things affecting

the partnership, and a formal account of partnership affairs whenever

circumstances render it just and reasonable, and

(c) Have dissolution and winding up by decree of court.

(2) A limited partner shall have the right to receive a share of the

profits or other compensation by way of income, and to the return of his

contribution as provided in sections one hundred and four and one

hundred and five of this article.

(3) When the limited partnership is qualified as an investment company

under the Investment Company Act of 1940, the limited partner shall have

the right to vote: (a) in the election of directors or trustees of the

investment company; (b) to approve or terminate investment advisory or

underwriting contracts; (c) for approval of auditors; and (d) any other

matters that the Investment Company Act of 1940 requires to be approved

by the holders of beneficial interests in the investment company.

Status of person erroneously believing himself a limited

partner. A person who has contributed to the capital of a business

conducted by a person or partnership erroneously believing that he has

become a limited partner in a limited partnership is not, by reason of

his exercise of the rights of a limited partner, a general partner with

the person or in the partnership carrying on the business, or bound by

the obligations of such person or partnership; provided that on

ascertaining the mistake he promptly renounces his interest in the

profits of the business, or other compensation by way of income.

One person both general and limited partner. (1) A person may

be a general partner and a limited partner in the same partnership at

the same time.

(2) A person who is a general, and also at the same time a limited

partner, shall have all the rights and powers and be subject to all the

restrictions of a general partner; except that, in respect to his

contributions, he shall have the rights against the other members which

he would have had if he were not also a general partner.

Loans and other business transactions with limited partner. (1)

A limited partner also may loan money to and transact other business

with the partnership, and, unless he is also a general partner, receive

on account of resulting claims against the partnership, with general

creditors, a pro rata share of the assets. No limited partner shall in

respect to any such claim

(a) Receive or hold as collateral security any partnership property,

or,

(b) Receive from a general partner or the partnership any payment,

conveyance or release from liability, if at the time the assets of the

partnership are not sufficient to discharge partnership liabilities to

persons not claiming as general or limited partners.

(2) The receiving of collateral security, or a payment, conveyance or

release in violation of the provisions of subdivision one is a fraud on

the creditors of the partnership.

Relation of limited partners inter se. Where there are several

limited partners the members may agree that one or more of the limited

partners shall have a priority over other limited partners as to the

return of their contributions, as to their compensation by way of

income, or as to any other matter. If such an agreement is made it shall

be stated in the certificate, and in the absence of such a statement all

the limited partners shall stand upon equal footing.

Compensation of limited partner. A limited partner may receive

from the partnership the share of the profits or the compensation by way

of income stipulated for in the certificate; provided, that after such

payment is made, whether from the property of the partnership or that of

a general partner, the partnership assets are in excess of all

liabilities of the partnership except liabilities to limited partners on

account of their contributions and to general partners.

Withdrawal or reduction of limited partner's contribution. (1)

A limited partner shall not receive from a general partner or out of

partnership property any part of his contribution until

(a) All liabilities of the partnership, except liabilities to general

partners and to limited partners on account of their contributions, have

been paid or there remains property of the partnership sufficient to pay

them.

(b) The consent of all members is had, unless the return of the

contribution may be rightfully demanded under the provisions of

subdivision two, and

(c) The certificate is cancelled or so amended as to set forth the

withdrawal or reduction.

(2) Subject to the provisions of subdivision one, a limited partner

may rightfully demand the return of his contribution

(a) On the dissolution of a partnership, or,

(b) When the date specified in the certificate for its return has

arrived, or,

(c) After he has given six months' notice in writing to all other

members, if no time is specified in the certificate either for the

return of the contribution or for the dissolution of the partnership.

(3) In the absence of any statement in the certificate to the contrary

or the consent of all members, a limited partner, irrespective of the

nature of his contribution, has only the right to demand and receive

cash in return for his contribution.

(4) A limited partner may have the partnership dissolved and its

affairs wound up when

(a) He rightfully but unsuccessfully demands the return of his

contribution, or,

(b) The other liabilities of the partnership have not been paid, or

the partnership property is insufficient for their payment and the

limited partner would otherwise be entitled to the return of his

contribution.

Liability of limited partner to partnership. (1) A limited

partner is liable to the partnership

(a) For the difference between his contribution as actually made and

that stated in the certificate as having been made, and

(b) For any unpaid contributions which he agreed in the certificate to

make in the future at the time and on the conditions stated in the

certificate.

(2) A limited partner holds as trustee for the partnership

(a) Specific property stated in the certificate as contributed by him,

but which was not contributed or which has been wrongfully returned, and

(b) Money or other property wrongfully paid or conveyed to him on

account of his contribution.

(3) The liabilities of a limited partner as set forth in this section

can be waived or compromised only by the consent of all members; but a

waiver or compromise shall not affect the right of a creditor of a

partnership, who extended credit or whose claim arose after the filing

and before a cancellation or amendment of the certificate, to enforce

such liabilities.

(4) When a contributor has rightfully received the return in whole or

in part of the capital of his contribution, he is nevertheless liable to

the partnership for any sum, not in excess of such return with interest,

necessary to discharge its liabilities to all creditors who extended

credit or whose claims arose before such return.

Nature of interest in partnership. A limited partner's

interest in the partnership is personal property.

Assignment of interest. (1) A limited partner's interest is

assignable.

(2) A substituted limited partner is a person admitted to all the

rights of a limited partner who has died or has assigned his interest in

a partnership.

(3) An assignee, who does not become a substituted limited partner,

has no right to require any information or account of the partnership

transactions or to inspect the partnership books; he is only entitled to

receive the share of the profits or other compensation by way of income,

or the return of his contribution, to which his assignor would otherwise

be entitled.

(4) An assignee shall have the right to become a substituted limited

partner if all the members, except the assignor, consent thereto or if

the assignor, being thereunto empowered by the certificate, gives the

assignee that right.

(5) An assignee becomes a substituted limited partner when the

certificate is appropriately amended in accordance with section one

hundred and fourteen of this article.

(6) The substituted limited partner has all the rights and powers, and

is subject to all the restrictions and liabilities of his assignor,

except those liabilities of which he was ignorant at the time he became

a limited partner and which could not be ascertained from the

certificate.

(7) The substitution of the assignee as a limited partner does not

release the assignor from liability to the partnership under sections

ninety-five and one hundred and six.

Effect of retirement, death or insanity of a general partner.

The retirement, death or insanity of a general partner dissolves the

partnership, unless the business is continued by the remaining general

partners

(a) Under a right so to do stated in the certificate, or,

(b) With the consent of all members.

Death of limited partner. (1) On the death of a limited

partner his executor or administrator shall have all the rights of a

limited partner for the purpose of settling his estate, and such power

as the deceased had to constitute his assignee a substituted limited

partner.

(2) The estate of a deceased limited partner shall be liable for all

his liabilities as a limited partner.

Rights of creditors of limited partner. (1) On due application

to a court of competent jurisdiction by any judgment creditor of a

limited partner, the court may charge the interest of the indebted

limited partner with payment of the unsatisfied amount of the judgment

debt; and may appoint a receiver, and make all other orders, directions,

and inquiries which the circumstances of the case may require.

(2) The interest may be redeemed with the separate property of any

general partner, but may not be redeemed with partnership property.

(3) The remedies conferred by subdivision one of this section shall

not be deemed exclusive of others which may exist.

(4) Nothing in this act shall be held to deprive a limited partner of

his statutory exemption.

Distribution of assets. (1) In settling accounts after

dissolution the liabilities of the partnership shall be entitled to

payment in the following order:

(a) Those to creditors, in the order of priority as provided by law,

except those to limited partners on account of their contributions, and

to general partners.

(b) Those to limited partners in respect to their share of the profits

and other compensation by way of income on their contributions.

(c) Those to limited partners in respect to the capital of their

contributions.

(d) Those to general partners other than for capital and profits.

(e) Those to general partners in respect to profits.

(f) Those to general partners in respect to capital.

(2) Subject to any statement in the certificate or to subsequent

agreement, limited partners share in the partnership assets in respect

to their claims for capital, and in respect to their claims for profits

or for compensation by way of income on their contributions

respectively, in proportion to the respective amounts of such claims.

Certificate cancelled or amended. (1) The certificate shall be

cancelled when the partnership is dissolved or all limited partners

cease to be such.

(2) A certificate shall be amended when

(a) There is a change in the name of the partnership or in the amount

or character of the contribution of any limited partner,

(b) A person is substituted as a limited partner,

(c) An additional limited partner is admitted,

(d) A person is admitted as a general partner,

(e) A general partner retires, dies or becomes mentally ill, and the

business is continued under section one hundred and nine,

(f) There is a change in the character of the business of the

partnership, or a change in the location of the principal place of

business,

(g) There is a false or erroneous statement in the certificate,

(h) There is a change in the time as stated in the certificate for the

dissolution of the partnership or for the return of a contribution,

(i) A time is fixed for the dissolution of the partnership, or the

return of a contribution, no time having been specified in the

certificate, or,

(j) The members desire to make a change in any other statement in the

certificate in order that it shall accurately represent the agreement

between them.

Requirements for amendment or cancellation. (1) The writing to

amend a certificate shall

(a) Conform to the requirements of subdivision one-a of section

ninety-one of this article, as far as necessary to set forth clearly the

change in the certificate which it is desired to make, and

(b) Be signed and acknowledged or sworn to by all members, except that

a writing making a change in the statement of the place of residence of

any member shall be signed and acknowledged by such member only. An

amendment substituting a limited partner or adding a limited or general

partner shall be signed also by the member to be substituted or added,

and when a limited partner is to be substituted, the amendment shall

also be signed by the assigning limited partner.

(2) The writing to cancel a certificate shall be signed by all

members.

(3) A person desiring the cancellation or amendment of a certificate,

if any person designated in subdivisions one and two of this section as

a person who must execute the writing refuses to do so, may petition the

supreme court to direct a cancellation or amendment thereof.

(4) If the court finds that the petitioner has a right to have the

writing executed by a person who refuses to do so, it shall order the

county clerk of the county where the certificate is filed to file the

cancellation or amendment of the certificate; and where the certificate

is to be amended, the court shall also cause to be filed in said office

a certified copy of its decree setting forth the amendment.

(5) A certificate is amended or cancelled when there is filed in the

office of the county clerk where the certificate is filed.

(a) A writing in accordance with the provisions of subdivisions one

and two of this section, or,

(b) A certified copy of the order of the court in accordance with the

provisions of subdivision four thereof

Provided, however, that in the case of an amendment made where there

is a change to another county of the location of the principal place of

business, a certificate is not amended until a certified copy of the

certificate and certified copies of all writings or certified copies of

orders amending the certificate are also filed in the office of the

county clerk of the county to which the location of the principal place

of business is changed.

(6) After the certificate is duly amended in accordance with this

section, the amended certificate shall thereafter be for all purposes

the certificate provided for by this article, and when the certificate

has been amended by reason of a change to another county of the location

of the principal place of business, the county in which a certified copy

of the amended certificate was last filed shall thereafter be deemed to

be the county where the certificate is filed.

Parties to actions. A contributor, unless he is a general

partner, is not a proper party to proceedings by or against a

partnership, except where the object is to enforce a limited partner's

right against or liability to the partnership, and except in cases

provided for in section one hundred fifteen-a of this article.

Limited partners' derivative action brought in the right of a

limited partnership to procure a judgment in its favor. 1. An action

may be brought in the right of a limited partnership to procure a

judgment in its favor, by a limited partner, additional limited partner,

or substituted limited partner.

2. In any such action, it shall be made to appear that at least one

plaintiff is such a limited partner, additional limited partner or

substituted limited partner at the time of bringing the action, and that

he was such at the time of the transaction of which he complains, or

that his status as substituted limited partner devolved upon him by

operation of law or pursuant to the terms of the certificate of limited

partnership or written partnership agreement in effect at the time of

the transaction of which he complains.

3. In any such action, the complaint shall set forth with

particularity the efforts of the plaintiff to secure the initiation of

such action by the general partner or partners, or the reasons for not

making such effort.

4. Such action shall not be discontinued, compromised or settled,

without the approval of the court having jurisdiction of the action. If

the court shall determine that the interests of the limited partners,

additional limited partners or substituted limited partners, will be

substantially affected by such discontinuance, compromise or settlement,

the court, in its discretion, may direct that notice, by publication or

otherwise, shall be given to the limited, additional or substituted

limited partners whose interests it determines will be so affected; if

notice is so directed to be given, the court may determine which one or

more of the parties to the action shall bear the expense of giving the

same, in such amount as the court shall determine and find to be

reasonable in the circumstances, and the amount of such expense shall be

awarded as special costs of the action and recoverable in the same

manner as statutory taxable costs.

5. If the action on behalf of the limited partnership was successful,

in whole or in part, or if anything was received by the plaintiff or

plaintiffs or a claimant or claimants as a result of a judgment,

compromise or settlement of an action or claim, the court may award the

plaintiff or plaintiffs, claimant or claimants, reasonable expenses,

including reasonable attorneys' fees, and shall direct him or them to

account to the partnership for the remainder of the proceeds so received

by him or them. This paragraph shall not apply to any judgment rendered

for the benefit of injured limited, additional or substituted limited

partners only and limited to a recovery of the loss or damage sustained

by them.

Security for expenses in limited partners' derivative action

brought in the right of the limited partnership to procure a judgment in

its favor. In any action specified in section one hundred fifteen-a of

this article, unless the contributions of or allocable to plaintiff or

plaintiffs to partnership property amount to five percent or more of the

contributions of all limited partners, in their status as limited

partners, or such contributions of or allocable to such plaintiff or

plaintiffs have a fair value in excess of fifty thousand dollars, the

limited partnership in whose right such action is brought shall be

entitled at any stage of the proceedings before final judgment to

require the plaintiff or plaintiffs to give security for the reasonable

expenses, including attorneys' fees, which may be incurred by it in

connection with such action and by the other parties defendant in

connection therewith for which the limited partnership may become liable

under this article under any contract or otherwise under law, to which

the limited partnership shall have recourse in such amount as the court

having jurisdiction of such action shall determine upon the termination

of such action. The amount of such security may thereafter from time to

time be increased or decreased in the discretion of the court having

jurisdiction of such action upon showing that the security provided has

or may become inadequate or excessive.

Indemnification of general partner in actions in the right of

a limited partnership to procure a judgment in its favor. 1. No

provision made to indemnify general partners for the defense of any

action brought pursuant to section one hundred fifteen-a of this

article, whether contained in the articles of limited partnership,

agreement or otherwise, nor any award of indemnification by a court,

shall be valid unless consistent with this section.

2. A limited partnership may indemnify any general partner, made a

party to an action in the right of a limited partnership to procure a

judgment in its favor by reason of the fact that he, his testator or

intestate was a general partner in the limited partnership, against the

reasonable expenses, including attorneys' fees, actually and necessarily

incurred by him in connection with the defense of such action, or in

connection with an appeal therein, except in relation to matters as to

which such general partner is adjudged to have breached his duty to the

limited partnership.

3. The indemnification authorized under subdivision two of this

section shall in no case include

(a) amounts paid in settling or otherwise disposing of a threatened

action, or pending action with or without court approval, or

(b) expenses incurred in defending a threatened action, or pending

action which is settled or otherwise disposed of without court approval.

4. A general partner who has been wholly successful on the merits or

otherwise in the defense of an action of the character described in

subdivision two of this section shall be entitled to indemnification as

authorized in subdivisions two and three of this section.

5. Except as provided in subdivision four of this section, any

indemnification under subdivision two, unless ordered by a court under

subdivision six, shall be made by the limited partnership only if

authorized in the specific case

(a) by a majority of all the general partners, excluding any partners

who are parties to such action, upon a finding that the general partner

to be indemnified has met the standard of conduct set forth in

subdivision two, or,

(b) if a majority of general partners who are not parties to such

action is not obtainable with due diligence by the general partner or

partners, upon the opinion of independent legal counsel that

indemnification is proper in the circumstances because the standard of

conduct set forth in subdivision two has been met by the general partner

to be indemnified.

6. (a) Notwithstanding the failure of the limited partnership to

provide indemnification, and despite any contrary determination by the

general partners, indemnification shall be awarded by a court to the

extent authorized under subdivisions two and four of this section.

Application therefor may be made, in every case, either

(i) in the action in which the expenses were incurred or other amounts

were paid, or

(ii) to the supreme court in a separate proceeding, in which case the

application shall set forth the disposition of any previous application

made to any court for the same relief and also reasonable cause for the

failure to make application for such relief in the action in which the

expenses were incurred or other amounts were paid.

(b) The application shall be made in such manner and form as may be

required by the applicable rules of court or, in the absence thereof, by

direction of a court to which it is made. Such application shall be on

notice to the limited partnership, given through a general partner, if

any, other than the general partner making the application. The court

may also direct that notice be given at the expense of the limited

partnership, to the limited partners and such other persons as it may

designate in such manner as it may require. When there is no general

partner other than those making the application, notice shall be given,

as herein provided, to the limited partners.

(c) When indemnification is sought by judicial action, the court may

allow a general partner such reasonable expenses, including attorneys'

fees, during the pendency of the litigation as are necessary in

connection with his defense therein, if the court shall find that the

defendant has by his pleadings or during the course of the litigation

raised genuine issues of fact or law.

7. Expenses incurred in defending an action of the character described

in subdivision two of this section may be paid voluntarily by the

limited partnership in advance of the final disposition of such action

if authorized under subdivision five of this section.

8. All expenses incurred in defending an action which are allowed by

the court under subdivisions six or seven of this section shall be

repaid in case the general partner receiving such advancement or

allowance is ultimately found, under the procedure set forth in this

section, not to be entitled to indemnification or, where indemnification

is granted, to the extent the expenses so advanced by the general

partnership or allowed by the court exceed the indemnification to which

he is entitled.

9. No indemnification, advancement or allowance shall be made under

this section in any circumstance where it appears

(a) that indemnification would be inconsistent with a provision of the

certificate of limited partnership, agreement, partnership resolution or

other proper partnership action, in effect at the time of accrual of the

alleged cause of action asserted in the threatened or pending action in

which the expenses were incurred or other amounts were paid, which

prohibits or otherwise limits indemnification; or

(b) if there has been a settlement approved by the court, that the

indemnification would be inconsistent with any condition with respect to

indemnification expressly imposed by the court in approving the

settlement.

Short title. This article shall be known and may be cited as

the uniform limited partnership act.

Rules of construction. (1) The rule that statutes in

derogation of the common law are to be strictly construed shall have no

application to this article.

(2) This article shall be so interpreted and construed as to effect

its general purpose.

(3) This article shall not be so construed as to impair the

obligations of any contract existing when this article takes effect, nor

to affect any action or proceeding begun or right accrued before this

article takes effect.

Rules for cases not covered. In any case not provided for in

this article the rules of law and equity, including the law merchant,

shall govern.

Existing limited partnerships. (1) A limited partnership

formed under any statute of this state prior to the adoption of this

article may become a limited partnership under this article by complying

with the provisions of section ninety-one, provided the certificate sets

forth

(a) The amount of the original contribution of each limited partner,

and the time when the contribution was made, and

(b) That the property of the partnership exceeds the amount sufficient

to discharge its liabilities to persons not claiming as general or

limited partners by an amount greater than the sum of the contributions

of its limited partners.

(2) The provisions of this article, or the repeal of article eight of

this chapter, shall not affect or impair any act done or right accrued,

acquired or established by a limited partnership formed under any

statute of this state prior to its adoption, until or unless it becomes

a limited partnership in accordance with the provisions of this article,

and the same may be conducted in the same manner and to the same extent

as if this article had not been passed.

Definitions. As used in this article, unless the context

otherwise requires:

(a) "Certificate of limited partnership" means the certificate

referred to in section 121-201 of this article, and the certificate as

amended.

(a-1) "Affidavit of publication" means the affidavit of the printer or

publisher of a newspaper in which a publication pursuant to sections

121-201 and 121-902 of this article has been made. The affidavit of

publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable section)

of the Partnership Law

State of New York,

County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name

of newspaper), a _________ (daily or weekly) newspaper published in

________________, New York. A notice regarding _______________ (name of

limited partnership) was published in said newspaper once in each week

for six successive weeks, commencing on __________ and ending on

________. The text of the notice as published in said newspaper is as

set forth below, or in the annexed exhibit. This newspaper has been

designated by the Clerk of ________ County for this purpose.

_____________________(signature)

_____________________(printed name),

_____________________(jurat)"

The text of the notice set forth in or annexed to each affidavit of

publication shall: (i) include only the text of the published notice,

(ii) be free of extraneous marks, and (iii) if submitted in paper form

be printed on paper of such size, weight and color, and in ink of such

color, and in such font, and be in such other qualities and form not

inconsistent with any other provision of law as, in the judgment of the

secretary of state, will not impair the ability of the department of

state to include a legible and permanent copy thereof in its official

records. Nothing in this subdivision shall be construed as requiring the

department of state to accept for filing a document submitted in

electronic form.

(a-2) "Certificate of publication" means a certificate presented on

behalf of the applicable limited partnership to the department of state

together with the affidavits of publication pursuant to section 121-201

or 121-902 of this article. The certificate of publication shall be in a

form substantially as follows:

"Certificate of Publication of ______ (name of limited partnership)

Under Section _______ (Specify applicable section) of the Partnership

Law

The undersigned is the _________ (title) of ___________ (name of

limited partnership). The published notices described in the annexed

affidavits of publication contain all of the information required by the

above-mentioned section of the partnership law. The newspapers described

in such affidavits of publication satisfy the requirements set forth in

the partnership law and the designation made by the county clerk. I

certify the foregoing statements to be true under penalties of perjury.

Date

Signature

Printed Name"

(b) "Contribution" means any cash, property, services rendered, or a

promissory note or other binding obligation to contribute cash or

property or to render services, which a partner contributes to a limited

partnership in his capacity as a partner.

(c) "Distribution" means the transfer of property by a limited

partnership to one or more of its partners in his capacity as a partner.

(d) "Event of withdrawal of a general partner" means an event that

causes a person to cease to be a general partner as provided in section

121-402 of this article.

(e) "Foreign limited partnership" means a partnership formed under the

laws of any jurisdiction, including any foreign country, other than the

laws of this state and having as partners one or more general partners

and one or more limited partners.

(f) "General partner" means a person who has been admitted to a

limited partnership as a general partner in accordance with the

partnership agreement and, if required by the law of the jurisdiction

under which the limited partnership or foreign limited partnership, as

the case may be, is organized, is so named in the certificate of limited

partnership or similar instrument.

(g) "Limited partner" means a person who has been admitted to a

limited partnership as a limited partner in accordance with the

partnership agreement or as otherwise provided by the law of the

jurisdiction under which the limited partnership or foreign limited

partnership, as the case may be, is organized.

(h) "Limited partnership" and "domestic limited partnership" mean,

unless the context otherwise requires, a partnership (i) formed by two

or more persons pursuant to this article or which complies with

subdivision (a) of section 121-1202 of this article and (ii) having one

or more general partners and one or more limited partners.

(i) "Majority in interest of the limited partners" and "two-thirds in

interest of the limited partners" mean limited partners whose aggregate

share of the current profits of the partnership constitute more than

one-half or two-thirds, respectively, of the aggregate shares of all

limited partners.

(j) "Office of limited partnership" means the office of the location

of which is stated in the certificate of limited partnership of a

domestic limited partnership, or in the application for authority of a

foreign limited partnership or any amendment thereof. Such office need

not be a place where business activities are conducted by such limited

partnership.

(j-1) "Other business entity" means any person other than a natural

person, general partnership (including any registered limited liability

partnership or registered foreign limited liability partnership) or

domestic limited partnership.

(k) "Partner" means a limited or general partner.

(l) "Partnership agreement" means any written agreement of the

partners as to the affairs of a limited partnership and the conduct of

its business.

(m) "Partnership interest" means: (i) a partner's share of the profits

and losses of a limited partnership; and (ii) a partner's right to

receive distributions.

(n) "Person" means a natural person, partnership, limited partnership

(domestic or foreign), limited liability company (domestic or foreign),

trust, estate, custodian, nominee, association, corporation or any other

individual or entity in its own or any representative capacity.

(o) "Process" means judicial process and all orders, demands, notices

or other papers required or permitted by law to be personally served on

a limited partnership (domestic or foreign), for the purpose of

acquiring jurisdiction of such limited partnership in any action or

proceeding, civil or criminal, whether judicial, administrative,

arbitrative or otherwise, in this state or in the federal courts sitting

in or for this state.

(p) "State" means a state, territory, or possession of the United

States, the District of Columbia, or the Commonwealth of Puerto Rico.

Partnership name. The name of each limited partnership as

set forth in its certificate of limited partnership:

(a) (1) shall contain without abbreviation the words "Limited

Partnership" or the abbreviation "L.P.";

(2) (A) shall be such as to distinguish it from the name of (i) any

limited partnership as defined in subdivision (h) of section 121-101 of

this article, or (ii) any foreign limited partnership authorized to do

business as a foreign limited partnership in this state;

(B) shall be such as to distinguish it from (i) the names of domestic

business corporations, domestic not-for-profit corporations and other

domestic corporations of any type or kind that are formed by a filing in

the department of state, (ii) the names of authorized foreign business

corporations, authorized foreign not-for-profit corporations and other

authorized foreign corporations of any type or kind that are authorized

to do business or conduct activities in this state by reason of a filing

in the department of state, (iii) the fictitious names of authorized

foreign business corporations, authorized foreign not-for-profit

corporations and other authorized foreign corporations of any type or

kind that are authorized to do business or conduct activities in this

state by reason of a filing in the department of state, (iv) the names

of domestic limited liability companies, (v) the names of authorized

foreign limited liability companies, or (vi) the fictitious names of

authorized foreign limited liability companies, in each case, as such

names appear on the index of names of existing domestic and authorized

foreign corporations of any type or kind, including fictitious names of

authorized foreign corporations of any type or kind, in the department

of state, or on the index of names of existing domestic or authorized

foreign limited liability companies, including fictitious names of

authorized foreign limited liability companies, in the department of

state, or names the rights to which are reserved; provided, however,

that no limited partnership that was formed prior to the effective date

of this subparagraph and no foreign limited partnership that was

qualified to do business in this state prior to such effective date

shall be required to change the name or fictitious name it had on such

effective date solely by reason of such name or fictitious name being

indistinguishable from the name or fictitious name of any domestic or

authorized foreign corporation or limited liability company or from any

name the right to which is reserved by or on behalf of any domestic or

foreign corporation or limited liability company;

(3)(A) may not contain the following phrases or any abbreviation or

derivative thereof:

board of trade state trooper

chamber of commerce tenant relocation

community renewal urban development

state police urban relocation

Every certificate of limited partnership in which the name of the

proposed limited partnership includes the terms: "school," "education,"

"elementary," "secondary," "kindergarten," "prekindergarten,"

"preschool," "nursery school," "museum," "history," "historical,"

"historical society," "arboretum," "library," "college," "university" or

other term restricted by section two hundred twenty-four of the

education law; "conservatory," "academy," or "institute," or any

abbreviation or derivative of such terms, shall have endorsed thereon or

annexed thereto the consent of the commissioner of education.

(B) may not contain the following words, or any abbreviation or

derivative thereof:

acceptance indemnity

annuity insurance

assurance investment

bank lawyer

benefit loan

bond mortgage

casualty savings

doctor surety

endowment title

fidelity trust

finance underwriter

guaranty

unless the approval of the superintendent of financial services is

attached to the certificate of limited partnership; or unless the word

"doctor" or "lawyer" or an abbreviation or derivative thereof is used in

a context which clearly denotes a purpose other than the practice of law

or medicine.

(C) shall not, unless the approval of the state department of social

services is attached to the certificate of limited partnership or

application for authority or amendment thereof, contain the word "blind"

or "handicapped". Such approval shall be granted by the state department

of social services if in its opinion the word "blind" or "handicapped"

as used in the limited partnership name proposed will not tend to

mislead or confuse the public into believing that the limited

partnership is organized for charitable or nonprofit purposes related to

the blind or the handicapped.

(D) shall not, unless the approval of the attorney general is attached

to the certificate of limited partnership or application for authority

or amendment thereof, contain the word "exchange" or any abbreviation or

derivative thereof. Such approval shall not be granted by the attorney

general if in his or her opinion the use of the word "exchange" in the

proposed limited partnership name would falsely imply that the limited

partnership conducts its business at a place where trade is carried on

in securities or commodities by brokers, dealers or merchants.

(b) shall, unless the limited partnership or foreign limited

partnership shall have complied with the provisions of section one

hundred thirty of the general business law be the name used by the

limited partnership in its conduct of business.

(c) notwithstanding paragraphs one and two of subdivision (a) of this

section, a limited partnership organized under the laws of this state

prior to the effective date of this article which shall file a

certificate under section 121-1202 of this article within one year of

the effective date of this article may file under its name as provided

in its certificate of limited partnership on the effective date of this

article and thereafter may continue to use such name and a foreign

limited partnership which has been authorized to do business in this

state prior to the effective date of this article may continue to use

the name under which it has heretofore done business in this state.

Reservation of partnership name. (a) Subject to section

121-102 of this article, the exclusive right to the use of a name may be

reserved by:

(1) Any person intending to organize a domestic limited partnership

under this article;

(2) Any domestic limited partnership or any foreign limited

partnership authorized to do business in this state intending to change

its name;

(3) Any foreign limited partnership intending to apply for authority

to do business in this state and to adopt that name; and

(4) Any person intending to organize a foreign limited partnership and

intending to have it apply for authority to do business in this state.

(b) A fictitious name for use pursuant to section 121-902 of this

article may be reserved by:

(1) Any foreign limited partnership intending to apply for authority

to do business in this state pursuant to subdivision (a) of section

121-902 of this article.

(2) Any authorized foreign limited partnership intending to change its

fictitious name under which it does business in this state.

(3) Any authorized foreign limited partnership which has changed its

name in its jurisdiction, such new name not being available in this

state.

(c) Application to reserve a limited partnership name shall be

delivered to the department of state. It shall set forth the name and

address of the applicant, the name to be reserved, and a statement of

the basis for the application under subdivision (a) or (b) of this

section. The secretary of state may require that there be included in

the application a statement as to the nature of the business to be

conducted by the limited partnership. If the name is available for

limited partnership use, the department of state shall reserve the name

for the use of the applicant for a period of sixty days and issue a

certificate of reservation. The restrictions and qualifications set

forth in section 121-102 of this article are not waived by the issuance

of a certificate of reservation. The certificate of reservation shall

include the name of the applicant, the name reserved, and the date of

reservation. The certificate of reservation (or in lieu thereof an

affidavit by the applicant or by his or her agent or attorney that the

certificate of reservation has been lost or destroyed) shall accompany

the certificate of limited partnership or the application for authority

when either is delivered to the department of state.

(d) The secretary of state may extend the reservation for additional

periods of not more than sixty days each, upon the written request of

the applicant or his or her attorney or agent delivered to the

department of state, to be filed before expiration of the reservation

period then in effect. Such request shall have attached to it the

certificate of reservation of name. No more than two such extensions

shall be granted.

Statutory designation of secretary of state as agent for

service of process. (a) The secretary of state shall be the agent for

every domestic limited partnership which has filed with the secretary of

state a certificate making such designation and every foreign limited

partnership upon whom process may be served pursuant to this article.

(b) No domestic or foreign limited partnership may be organized or

authorized to do business in this state under this article unless in its

certificate of limited partnership or application for authority it

designates the secretary of state as such agent.

(c) Any designated post office address to which the secretary of state

shall mail a copy of process served upon him as agent of a domestic

limited partnership or foreign limited partnership shall continue until

the filing of a certificate or other instrument under this article

directing the mailing to a different post office address and any

designated email address to which the secretary of state shall email a

notice of the fact that process against such domestic limited

partnership or foreign limited partnership has been electronically

served upon him or her as agent of a domestic limited partnership or

foreign limited partnership, shall continue until the filing of a

certificate or other instrument under this chapter changing or deleting

the email address.

(d) The change authorized by subdivision (c) of this section may be

accomplished by filing a certificate pursuant to this chapter, which

shall be executed by a general partner.

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.

Registered agent. (a) In addition to the designation of the

secretary of state, each limited partnership or authorized foreign

limited partnership may designate a registered agent upon whom process

against the limited partnership may be served. The agent must be (i) a

natural person who is a resident of this state or has a business address

in this state, or (ii) a domestic corporation or a foreign corporation

authorized to do business in this state.

(c) The registered agent of a limited partnership may resign as such

agent. The registered agent shall file a certificate with the department

of state entitled, "Certificate of resignation of registered agent of...

(name of designating limited partnership) under subdivision (c) of

section 121-105 of the Revised Limited Partnership Act" which shall be

executed by such registered agent. It shall set forth:

(1) The name of the limited partnership, and if it has been changed,

the name under which it was organized. A foreign limited partnership

must set forth its name and the fictitious name the foreign limited

partnership has agreed to use in this state pursuant to section 121-902

of this article.

(2) The date the certificate of limited partnership or certificate of

application for authority of the limited partnership was filed by the

department of state.

(3) That he resigns as registered agent for the limited partnership.

(4) That he has sent a copy of the certificate of resignation by

registered mail to the limited partnership at the post office address on

file in the department of state specified for the mailing of process or

if such address is the address of the registered agent, then to the

office of the designating limited partnership and the jurisdiction of

its organization.

(d) The designation of a registered agent shall terminate thirty days

after the filing by the department of state of the certificate of

resignation. A certificate designating a new registered agent may be

delivered to the department of state by the limited partnership within

the thirty days or thereafter.

Records. (a) Each domestic limited partnership shall

maintain the following records, which may, but need not, be maintained

in this state:

(1) a current list of the full name and last known mailing address of

each partner set forth in alphabetical order together with the

contribution and the share in profits and losses of each partner or

information from which such share can be readily derived;

(2) a copy of the certificate of limited partnership and all

amendments thereto, together with executed copies of any powers of

attorney pursuant to which any certificate or amendment has been

executed;

(3) a copy of the partnership agreement, any amendments thereto and

any amended and restated partnership agreements; and

(4) a copy of the limited partnership's federal, state, and local

income tax or information returns and reports, if any, for the three

most recent fiscal years.

(b) Any partner may, subject to reasonable standards as may be set

forth in the partnership agreement or otherwise established by the

general partners, inspect and copy at his own expense for any purpose

reasonably related to the partner's interest as a partner the records

referred to in subdivision (a) of this section, any financial statements

maintained by the limited partnership for the three most recent fiscal

years and other information regarding the affairs of the limited

partnership as is just and reasonable.

Nature of business. A limited partnership may carry on any

business that a partnership without limited partners may carry on except

as prohibited by law.

Business transactions of partner with the partnership.

Except as may be provided in the partnership agreement, a partner may

lend money to, borrow money from, act as a guarantor or surety for,

provide collateral for the obligations of, and transact other business

with the limited partnership, and, subject to other applicable law, has

the same rights and obligations with respect thereto as a person who is

not a partner.

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.

* NB Effective until February 24, 2027

* 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, two or three of this subdivision. Each option

of service authorized pursuant to this subdivision shall be available at

no extra cost to the consumer.

* NB Effective February 24, 2027

(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.

* (3) Provided process is served by or on behalf of the state or a

city, town, village or other political subdivision of the state, by

electronically submitting a copy of the process to the department of

state, through an electronic system operated by and with capabilities

determined by the department of state, together with the statutory fee,

if required, which fee shall be a taxable disbursement. Service of

process on such limited partnership shall be complete when the secretary

of state has reviewed and accepted service of such process. The

secretary of state shall promptly either: (A) send a copy of such

process by certified mail, return receipt requested, to such limited

partnership, at the post office address, on file in the department of

state, specified for the purpose; or (B) email a notice of the fact that

process against the limited partnership has been served electronically

on the secretary of state to 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.

* NB Effective February 24, 2027

(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.

Electronic service of process. The secretary of state

shall advise any partnership subject to the laws of this article in

prominent written form as follows: (a) electronic service of process

authorized by the provisions of this chapter is an optional program at

no additional cost to the user; (b) any partnership subject to the laws

of this chapter will continue to receive service of process by mail

unless such partnership notifies the secretary of an affirmative choice

to receive service of process by way of the program through electronic

means, in which case digital copies will be made accessible but paper

documents will not be mailed; and (c) such choice may be reversed by the

partnership at any time and, thereafter, service by mail will resume.

The partnership agreement. (a) The partnership agreement

shall be signed by all general partners, in person or by attorneys in

fact, and may, but need not, be signed by the limited partners.

(b) A limited partnership shall have a written partnership agreement.

Except as provided in sections 121-702 and 121-705 of this article, no

person shall have any rights, or be subject to the liabilities, of a

general partner who has not signed the partnership agreement in person

or by attorney in fact.

(c) The partnership agreement of a limited partnership may be amended

from time to time as provided therein; provided, however, that, except

as may be provided otherwise in the partnership agreement, without the

written consent of each partner adversely affected thereby, no amendment

of the partnership agreement shall be made which (i) increases the

obligations of any limited partner to make contributions, (ii) alters

the allocation for tax purposes of any items of income, gain, loss,

deduction or credit, (iii) alters the manner of computing the

distributions of any partner, (iv) alters, except as provided in

subdivision (a) of section 121-302 of this article, the voting or other

rights of any limited partner, (v) allows the obligation of a partner to

make a contribution to be compromised by consent of fewer than all

partners or (vi) alters the procedures for amendment of the partnership

agreement.

Certificate of limited partnership. (a) In order to form a

limited partnership the general partners shall execute a partnership

agreement, and a certificate of limited partnership shall be executed in

accordance with section 121-204 of this article. The certificate,

entitled "Certificate of limited partnership of .......................

(name of limited partnership) under section 121-201 of the Revised

Limited Partnership Act," shall be filed with the department of state in

accordance with section 121-206 of this article and shall set forth:

(1) the name of the limited partnership;

(2) the county within this state, in which the office of the limited

partnership is to be located;

(3) a designation of the secretary of state as agent of the limited

partnership upon whom process against it may be served and the post

office address within or without this state to which the secretary of

state shall mail a copy of any process against it served upon him or

her. The limited partnership may include an email address to which the

secretary of state shall email a notice of the fact that process against

it has been electronically served upon him or her;

(4) if the limited partnership is to have a registered agent, his name

and address within this state and a statement that the registered agent

is to be the agent of the limited partnership upon whom process against

it may be served;

(5) the name and the business or residence street address of each

general partner;

(6) the latest date upon which the limited partnership is to dissolve;

and

(7) any other matters the general partners determine to include

therein.

(b) A limited partnership is formed at the time of the filing of the

initial certificate of limited partnership with the department of state

or at any later time not to exceed sixty days from the date of filing

specified in the certificate of limited partnership. The filing of the

certificate shall, in the absence of actual fraud, be conclusive

evidence of the formation of the limited partnership as of the time of

filing or effective date if later, except in an action or special

proceeding brought by the attorney general.

(c) (i) Within one hundred twenty days after the filing of the initial

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 the office of the limited

partnership is located, one newspaper to be printed weekly and one

newspaper to be printed daily, to be designated by the county clerk.

When such county is located within a city with a population of one

million or more, such designation shall be as though the copy or notice

were a notice or advertisement of judicial proceedings. Proof of the

publication required by this paragraph, consisting of the certificate of

publication of the limited partnership with the affidavits of

publication of such newspapers annexed thereto, must be filed with the

department of state. Notwithstanding any other provision of law, if the

office of the limited partnership is located in a county wherein a

weekly or daily newspaper of the county, or both, has not been so

designated by the county clerk, then the publication herein required

shall be made in a weekly or daily newspaper of any county, or both, as

the case may be, which is contiguous to, such county, provided that any

such newspaper meets all the other requirements of this paragraph. A

copy or notice published in a newspaper other than the newspaper or

newspapers designated by the county clerk shall not be deemed to be one

of the publications required by this paragraph. The notice shall

include: (1) the name of the limited partnership; (2) the date of filing

of the certificate of limited partnership with the department of state;

(3) the county within this state, in which the office of the limited

partnership is located; (3-a) the street address of the principal

business location, if any; (4) a statement that the secretary of state

has been designated as agent of the limited partnership upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her; (5) if the limited

partnership is to have a registered agent, his or her name and address

within this state and a statement that the registered agent is to be the

agent of the limited partnership upon whom process against it may be

served; (6) a statement that the names and the business or residence

street address of each general partner is available from the secretary

of state; (7) the latest date upon which the limited partnership is to

dissolve; and (8) the character or purpose of the business of such

partnership. Where, at any time after completion of the first of the six

weekly publications required by this subdivision and prior to the

completion of the sixth such weekly publication, there is a change in

any of the information contained in the copy or notice as published, the

limited partnership may complete the remaining publications of the

original copy or notice, and the limited partnership shall not be

required to publish any further or amended copy or notice. Where, at any

time after completion of the six weekly publications required by this

paragraph, there is a change to any of the information contained in the

copy or notice as published, no further or amended publication or

republication shall be required to be made. If within one hundred twenty

days after its formation, proof of such publication, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto has not been

filed with the department of state, the authority of such limited

partnership to carry on, conduct or transact any business in this state

shall be suspended, effective as of the expiration of such one hundred

twenty day period. The failure of a limited partnership to cause such

copy or notice to be published and such certificate of publication and

affidavits of publication to be filed with the department of state

within such one hundred twenty day period or the suspension of such

limited partnership's authority to carry on, conduct or transact

business in this state pursuant to this paragraph shall not limit or

impair the validity of any contract or act of such limited partnership,

or any right or remedy of any other party under or by virtue of any

contract, act or omission of such limited partnership, or the right of

any other party to maintain any action or special proceeding on any such

contract, act or omission, or right of such limited partnership to

defend any action or special proceeding in this state, or result in any

partner or agent of such limited partnership becoming liable for the

contractual obligations or other liabilities of the limited partnership.

If, at any time following the suspension of a limited partnership's

authority to carry on, conduct or transact business in this state

pursuant to this paragraph, such limited partnership shall cause proof

of publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of this paragraph, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such limited

partnership's authority to carry on, conduct or transact business shall

be annulled.

(ii)(1) A limited partnership which was formed prior to the effective

date of this paragraph and which complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date shall not be required to make any publication or

republication or any filing under paragraph (i) of this subdivision, and

shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a

limited partnership which was formed prior to such effective date and

which did not comply with the publication and filing requirements of

this subdivision as in effect prior to such effective date shall publish

a copy of its certificate or a notice containing the substance thereof

in the manner required (other than the one hundred twenty day period) by

this subdivision as in effect prior to such effective date and file

proof of such publication, consisting of the certificate of publication

of the limited partnership with the affidavits of publication of the

newspapers annexed thereto, with the department of state.

(3) If a limited partnership that is subject to the provisions of

subparagraph two of this paragraph fails to file the required proof of

publication with the department of state within twelve months after the

effective date of this paragraph, its authority to carry on, conduct or

transact any business in this state shall be suspended, effective as of

the expiration of such twelve month period.

(4) The failure of a limited partnership that is subject to the

provisions of subparagraph two of this paragraph to fully comply with

the provisions of said subparagraph two or the suspension of such

limited partnership's authority to carry on, conduct or transact any

business in this state pursuant to subparagraph three of this paragraph

shall not impair or limit the validity of any contract or act of such

limited partnership, or any right or remedy of any other party under or

by virtue of any contract, act or omission of such limited partnership,

or the right of any other party to maintain any action or special

proceeding on any such contract, act or omission, or right of such

limited partnership to defend any action or special proceeding in this

state, or result in any partner or agent of such limited partnership

becoming liable for the contractual obligations or other liabilities of

the limited partnership.

(5) If, at any time following the suspension of a limited

partnership's authority to carry on, conduct or transact business in

this state, pursuant to subparagraph three of this paragraph, such

limited partnership shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of paragraph (i) of this subdivision, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such limited

partnership's authority to carry on, conduct or transact business shall

be annulled.

(6) For the purposes of this paragraph, a limited partnership which

was formed prior to the effective date of this paragraph shall be deemed

to have complied with the publication and filing requirements of this

subdivision as in effect prior to such effective date if (A) the limited

partnership was formed on or after January first, nineteen hundred

ninety-nine and prior to such effective date and the limited partnership

filed at least one affidavit of the printer or publisher of a newspaper

with the department of state at any time prior to such effective date,

or (B) the limited partnership was formed prior to January first,

nineteen hundred ninety-nine, without regard to whether the limited

partnership did or did not file any affidavit of the printer or

publisher of a newspaper with the secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.

Amendment of the certificate of limited partnership. (a) A

certificate of limited partnership is amended by filing with the

department of state a certificate of amendment thereto entitled

"Certificate of amendment of the certificate of limited partnership

of... (name of limited partnership) under section 121-202 of the Revised

Limited Partnership Act," and executed in accordance with section

121-204 of this article. The certificate of amendment shall set forth:

(1) The name of the limited partnership and, if it has been changed,

the name under which it was formed;

(2) The date of filing its certificate of limited partnership;

(3) Each amendment effected thereby, setting forth the subject matter

of each provision of the certificate of limited partnership which is to

be amended or eliminated and the full text of the provision or

provisions, if any, which are to be substituted or added; and

(4) If the amendment reflects the admission or withdrawal of one or

more general partners, the name and business or residence street address

of such general partner or partners and the date or dates of admission

or withdrawal.

(b) No later than ninety days after the happening of any of the

following events, an amendment to a certificate of limited partnership

reflecting the occurrence of the event or events shall be filed by a

general partner:

(1) the admission of a general partner;

(2) the withdrawal of a general partner;

(3) the continuation of the partnership under section 121-801 of this

article after an event of withdrawal of a general partner; or

(4) a change in the name of the limited partnership, or a change in

the post office address to which the secretary of state shall mail a

copy of any process against the limited partnership served on him or

her, a change in the email address to which the secretary of state shall

email a notice of the fact that process against the limited partnership

has been electronically served upon him or her, or a change in the name

or address of the registered agent, if such change is made other than

pursuant to section 121-104 or 121-105 of this article.

(c) A general partner who becomes aware that any statement in a

certificate of limited partnership was false in any material respect

when made or that a matter described has changed, making the certificate

inaccurate in any material respect, shall amend the certificate within

ninety days of becoming aware of such fact.

(d) A certificate of limited partnership may be amended at any time

for any other proper purpose which the general partners may determine.

(e) Unless otherwise provided in this article, a certificate of

amendment shall be effective at the time of its filing with the

department of state.

Certificate of change. (a) A certificate of limited

partnership may be changed by filing with the department of state a

certificate of change entitled "Certificate of Change of ..... (name of

limited partnership) under Section 121-202-A of the Revised Limited

Partnership Act" and shall be signed and delivered to the department of

state. A certificate of change may (i) specify or change the location of

the limited partnership's office; (ii) specify or change the post office

address to which the secretary of state shall mail a copy of process

against the limited partnership served upon him; (iii) specify, change

or delete the email address to which the secretary of state shall email

a notice of the fact that process against the limited partnership has

been electronically served upon him or her; and (iv) make, revoke or

change the designation of a registered agent, or to specify or change

the address of its registered agent. It shall set forth:

(1) the name of the limited partnership, and if it has been changed,

the name under which it was formed;

(2) the date its certificate of limited partnership was filed by the

department of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a limited partnership served upon him or her, the email address to which

the secretary of state shall email a notice of the fact that process

against it has been electronically served upon the secretary of state,

and/or the address of the registered agent, provided such address being

changed is the address of a person, partnership or corporation whose

address, as agent, is the address to be changed, and/or the email

address being changed is the email address of a person, partnership or

other corporation whose email address, as agent, is the email address to

be changed, or who has been designated as registered agent for such

limited partnership shall be signed and delivered to the department of

state by such agent. The certificate of change shall set forth the

statements required under subdivision (a) of this section; that a notice

of the proposed change was mailed to the domestic limited partnership by

the party signing the certificate not less than thirty days prior to the

date of delivery to the department of state and that such domestic

limited partnership has not objected thereto; and that the party signing

the certificate is the agent of such limited partnership to whose

address the secretary of state is required to mail copies of process,

and/or the agent to whose email address the secretary of state is

required to email a notice of the fact that process against it has been

electronically served upon the secretary of state, and/or the registered

agent, if such be the case. A certificate signed and delivered under

this subdivision shall not be deemed to effect a change of location of

the office of the limited partnership in whose behalf such certificate

is filed.

Cancellation of certificate. (a) Within ninety days

following the dissolution and the commencement of winding up of the

limited partnership, or at any other time there are no limited partners,

a certificate of cancellation shall be filed with the department of

state entitled, "Certificate of cancellation of... (name of limited

partnership) under section 121-203 of the Revised Limited Partnership

Act" and executed in accordance with section 121-204 of this article.

The certificate of cancellation shall set forth:

(1) the name of the limited partnership; and if it has been changed,

the name under which it was formed;

(2) the date of filing of its certificate of limited partnership and

each subsequent amendment thereto;

(3) the event giving rise to the filing of the certificate; and

(4) any other information the persons filing the certificate

determine.

(b) The cancellation of the certificate of limited partnership is

effective at the time of the filing of the certificate of cancellation.

(c) The cancellation of the certificate of limited partnership shall

not affect the liability of the limited partners during the period of

winding up and termination of the partnership.

Execution of certificates. (a) Each certificate required by

this article to be filed with the department of state shall be executed

in the following manner:

(1) an initial certificate of limited partnership must be signed by

all general partners named therein;

(2) a certificate of amendment must be signed by at least one general

partner and by each other general partner designated in the certificate

of amendment as a new general partner;

(3) a certificate of cancellation must be signed by all general

partners or, if there is no general partner, unless otherwise provided

in the partnership agreement, by a majority in interest of the limited

partners; and

(4) all other certificates must be signed by at least one general

partner.

(b) Any person may sign any certificate by an attorney in fact. Powers

of attorney relating to the signing of a certificate by an attorney in

fact need not be filed with the department of state nor provided as

evidence of authority by the person filing, but must be retained among

the records of the partnership.

(c) Each certificate must be signed.

(d) Each certificate must include the name and capacity of each

signer.

Execution, amendment or cancellation by judicial act. (a)

If a person required by section 121-204 of this article to execute a

certificate fails or refuses to do so, any partner, and any permitted

assignee of a partnership interest, who is adversely affected by the

failure or refusal may petition the supreme court in the judicial

district in which the office of the limited partnership is located to

direct the execution of the certificate. If the court finds that the

certificate should be executed and that such person has failed or

refused to execute the certificate, it shall order such person to file

an appropriate certificate.

(b) If a person contractually obligated to execute as a limited

partner a partnership agreement of an existing partnership, or any

amendment thereto, fails or refuses to do so, any partner, and any

assignee of a partnership interest, who is adversely affected by the

failure or refusal may petition the supreme court in the judicial

district referred to in subdivision (a) of this section to direct the

execution of the partnership agreement or amendment. If the court finds

that such person has breached a contractual obligation binding upon him

to execute the agreement or amendment, it shall enter an order granting

appropriate relief.

Filing with the department of state. A signed certificate

of limited partnership and any signed certificates of amendment or other

certificates filed pursuant to this article or of any judicial decree of

amendment or cancellation shall be delivered to the department of state.

If the instrument which is delivered to the department of state for

filing complies as to form with the requirements of law and the filing

fee required by any statute of this state in connection therewith has

been paid, the instrument shall be filed and indexed by the department

of state.

Liability for false statement in certificate. (a) If any

certificate of limited partnership, certificate of amendment, or other

certificate filed pursuant to this article contains a materially false

statement, one who suffers loss by reasonable reliance on the statement

may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to

execute it on his behalf, and knew, and any general partner who knew of

the filing of such certificate and who knew or should have known with

the exercise of reasonable care and diligence, the statement to be false

in any material respect at the time the certificate was executed; and

(2) any general partner who thereafter knows of the filing of such

certificate and who knows or should have known with the exercise of

reasonable care and diligence that any arrangement or other fact

described in the certificate has changed, making the statement false in

any material respect, if that general partner had ninety days to amend

or cancel the certificate, or to file a petition for its amendment or

cancellation before the statement was relied upon.

(b) No person shall have any liability for failing to cause the

amendment or cancellation of a certificate to be filed or failing to

file a petition for its amendment or cancellation, if the certificate or

petition is filed within ninety days of the time when that person knew

or should have known that the statement in the certificate was false in

any material respect.

Restated certificate of limited partnership. (a) A limited

partnership may restate in a single certificate the text of its

certificate of limited partnership, without making any amendment

thereby. Alternatively, a limited partnership may restate in a single

certificate the text of its certificate of limited partnership and as

amended thereby to effect any one or more of the amendments authorized

by this article.

(b) If the restated certificate of limited partnership merely restates

and integrates but does not amend or further amend the certificate of

limited partnership, it shall be executed by a general partner. If the

restated certificate also amends or further amends the certificate of

limited partnership, it shall be executed in accordance with section

121-204 of this article.

(c) The restated certificate shall be filed with the department of

state in accordance with section 121-206 of this article and shall set

forth:

(1) the name of the limited partnership and, if it has been changed,

the name under which it was formed;

(2) the date of filing of its certificate of limited partnership;

(3) if the restated certificate restates the text of the certificate

of limited partnership without making any amendments, then a statement

that the text of the certificate of limited partnership is thereby

restated without amendment to read as therein set forth in full; or

(4) if the restated certificate restates the text of the certificate

of limited partnership, and is amended thereby, then a statement that

the certificate of limited partnership is amended to effect one or more

of the amendments authorized by this article, specifying each such

amendment and that the text of the certificate of limited partnership is

thereby restated as amended to read as therein set forth in full.

(d) Any amendments effected in connection with the restatement of the

certificate of limited partnership shall be subject to any other

provision of this article which would apply if a separate certificate of

amendment were filed to effect such amendment.

Admission of limited partners. (a) A person becomes a

limited partner on the later of:

(1) the effective date of the original certificate of limited

partnership; or

(2) the date as of which the person becomes a limited partner pursuant

to the partnership agreement; provided, however, that if such date is

not ascertainable, the date stated in the records of the limited

partnership.

(b) After the effective date of a limited partnership's original

certificate of limited partnership, a person may be admitted as a

limited partner:

(1) in the case of a person acquiring a partnership interest directly

from the limited partnership, upon compliance with the partnership

agreement or, if the partnership agreement does not so provide, upon the

written consent of all partners; and

(2) in the case of an assignee of a partnership interest of a partner

who has the power, as provided in section 121-704 of this article, to

grant the assignee the right to become a limited partner, upon the

exercise of that power and compliance with any conditions limiting the

grant or exercise of the power.

Classes and voting by limited partners. (a) A partnership

agreement may provide for classes or groups of limited partners having

such relative rights and powers as the partnership agreement may

provide, and may make provision for the future creation in the manner

provided in the partnership agreement of additional classes of limited

partners having such relative rights and powers as may from time to time

be established pursuant to the partnership agreement including rights

and duties senior to existing classes of limited partners. The

partnership agreement may grant to or withhold from all or one or more

classes of limited partners the right to vote, on a per capita, class or

other basis, upon any matter.

(b) A partnership agreement which grants a right to vote may set forth

provisions relating to notice of the time, place or purpose of any

meeting at which any matter is to be voted on by any limited partners,

waiver of any such notice, action by consent without a meeting, the

establishment of a record date, quorum requirements, voting in person or

by proxy, or any other matter with respect to the exercise of any such

right to vote.

Liability to third parties. (a) Except as provided in

subdivision (d) of this section, a limited partner is not liable for the

contractual obligations and other liabilities of a limited partnership

unless he is also a general partner or, in addition to the exercise of

his rights and powers as a limited partner, he participates in the

control of the business. However, if the limited partner does

participate in the control of the business, he is liable only to persons

who transact business with the limited partnership reasonably believing,

based upon the limited partner's conduct, that the limited partner is a

general partner.

(b) A limited partner does not participate in the control of the

business within the meaning of subdivision (a) of this section by virtue

of doing one or more of the following:

(1) being a contractor for or transacting business with, including

being a contractor for, or an agent or employee of the limited

partnership or of a general partner or an officer, director or

shareholder of a corporate general partner, or a member, manager or

agent of a limited liability company that is a general partner of the

limited partnership, or a partner of a partnership that is a general

partner of the limited partnership, or a trustee, administrator,

executor, custodian or other fiduciary or beneficiary of an estate or

trust which is a general partner, or a trustee, officer, advisor,

shareholder or beneficiary of a business trust which is a general

partner, or acting in such capacity;

(2) consulting with and advising or rendering professional services to

a general partner with respect to any matter, including the business of

the limited partnership;

(3) acting as surety or endorser for the limited partnership, or

guaranteeing or providing security for or lending money to or assuming

one or more debts of the limited partnership;

(4) approving or disapproving an amendment to the partnership

agreement, or calling, requesting, or participating in any meeting of

general and limited partners or limited partners;

(5) taking any action to bring, prosecute, or terminate any derivative

action brought in the right of the limited partnership;

(6) proposing, approving, disapproving, or voting on any one or more

of the following matters:

(A) the amendment of the partnership agreement or certificate of

limited partnership;

(B) the dissolution and winding up of the limited partnership;

(C) the sale, exchange, lease, mortgage, assignment, pledge, or other

transfer of, or granting of a security interest in, any asset or assets

of the limited partnership;

(D) the merger or consolidation of the limited partnership or election

to continue the business of the limited partnership;

(E) the incurrence, renewal, refinancing or payment or other discharge

of indebtedness by the limited partnership;

(F) a change in the nature of the business;

(G) the admission or removal of a partner;

(H) a transaction or other matter involving an actual or potential

conflict of interest;

(I) in respect of a limited partnership which is registered as an

investment company under an act of Congress entitled Investment Company

Act of 1940, any matter required by said Investment Company Act of 1940,

or the rules and regulations promulgated thereunder, to be approved by

holders of beneficial interests in an investment company;

(J) such other matters as are required for submission to limited

partners by federal or state securities laws or rules or regulations

thereunder, or rules of self-regulatory bodies governing the trading of

limited partnership interests;

(K) the indemnification of any partner or other person; or

(L) such other matters as are stated in the partnership agreement to

be subject to approval, disapproval or vote by the limited partners;

(7) consulting with or advising, or being an officer, director,

shareholder, partner, member, manager, agent or employee of, or being a

fiduciary for, any person in which the limited partnership has an

interest;

(8) winding up the limited partnership pursuant to section 121-803 of

this article; or

(9) exercising any right or power permitted to limited partners under

this article and not specifically enumerated in this subdivision.

(c) The enumeration in subdivision (b) of this section does not mean

that the possession or exercise of any other powers by a limited partner

constitutes participation by him in the control of the business of the

limited partnership.

(d) A limited partner who expressly consents in writing to his name

being used in the name of the limited partnership is liable to creditors

who extend credit to the limited partnership without actual knowledge

that the limited partner is not a general partner.

(e) A limited partner does not participate in the control of the

business within the meaning of subdivision (a) of this section

regardless of the nature, extent, scope, number or frequency of the

limited partner's possessing or, regardless of whether or not the

limited partner has the rights or powers, exercising or attempting to

exercise one or more of the rights or powers or having or, regardless of

whether or not the limited partner has the rights or powers, acting or

attempting to act in one or more of the capacities which are permitted

under this section.

Person erroneously believing himself a limited partner. (a)

Except as provided in subdivision (b) of this section, a person who

makes a contribution to a limited partnership and erroneously but in

good faith believes that he has become a limited partner in the limited

partnership is not a general partner in the limited partnership and is

not bound by its obligations by reason of making the contribution,

receiving distributions from the limited partnership or exercising any

rights of a limited partner, if, on ascertaining the mistake, he:

(1) causes an accurate certificate of limited partnership or a

certificate of amendment to be executed and filed; or

(2) withdraws from the partnership by executing and delivering to the

limited partnership a written notice declaring withdrawal under this

section.

(b) A person who makes a contribution of the kind described in

subdivision (a) of this section is liable as a general partner to any

third party who transacts business with the limited partnership (i)

before the person withdraws and an appropriate certificate is filed to

show withdrawal, or (ii) before an appropriate certificate is filed to

show that he is not a general partner, but in either case only if the

third party reasonably believed, based upon the limited partner's

conduct, that the limited partner was a general partner and extended

credit to the partnership in reasonable reliance on the credit of such

person.

Admission of additional general partners. After the

effective date of the original certificate of limited partnership,

additional general partners may be admitted as provided in the

partnership agreement, or if the partnership agreement does not provide

for the admission of additional general partners, with the written

consent of all partners.

Events of withdrawal of a general partner. A person ceases

to be a general partner of a limited partnership upon the happening of

any of the following events:

(a) the general partner withdraws from the limited partnership as

provided in section 121-602 of this article;

(b) the general partner ceases to be a general partner as provided in

section 121-702 of this article;

(c) the general partner is removed as a general partner as may be

provided in the partnership agreement;

(d) unless otherwise provided in the partnership agreement or approved

by all partners, the general partner (i) makes an assignment for the

benefit of creditors, (ii) is the subject of an order for relief under

Title 11 of the United States Code, (iii) files a petition or answer

seeking for himself any reorganization, arrangement, composition,

readjustment, liquidation, dissolution, or similar relief under any

statute, law, or regulation, (iv) files an answer or other pleading,

admitting or failing to contest the material allegations of a petition

filed against him in any proceeding of this nature, or (v) seeks,

consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of the general partner or of all or any substantial part of

his properties;

(e) unless otherwise provided in the partnership agreement or approved

by all partners, (i) if within one hundred twenty days after the

commencement of any proceeding against the general partner seeking

reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law, or regulation,

the proceeding has not been dismissed or stayed, or within ninety days

after the expiration of any such stay, the proceeding has not been

dismissed, or (ii) if within ninety days after the appointment without

his consent or acquiescence of a trustee, receiver, or liquidator of the

general partner or of all or any substantial part of his properties, the

appointment is not vacated or stayed, or within ninety days after the

expiration of any such stay, the appointment is not vacated;

(f) in the case of a general partner who is a natural person, (i) his

death or (ii) the entry of a judgment by a court of competent

jurisdiction adjudicating him incompetent to manage his person or his

property;

(g) in the case of a general partner who is acting as a general

partner by virtue of being a trustee of a trust, the termination of the

trust (but not merely the substitution of a new trustee);

(h) in the case of a general partner that is a partnership, unless the

partnership agreement of such partnership provides for the right of any

one or more of the partners of such partnership to continue the business

of such partnership and such partnership is so continued, the

dissolution and commencement of winding up of such partnership;

(i) in the case of a general partner that is a corporation, the filing

of a certificate of dissolution, or its equivalent, for the corporation

or the revocation of its charter;

(j) in the case of a general partner that is an estate, the

distribution by the fiduciary of the estate's entire interest in the

limited partnership; or

(k) in the case of a general partner that is a limited liability

company, unless the operating agreement of such limited liability

company provides for the right of any member of such limited liability

company to continue the limited liability company and such limited

liability company is so continued, the dissolution and commencement of

winding up of such limited liability company.

General powers and liabilities. (a) Except as provided in

this article or in the partnership agreement, a general partner of a

limited partnership has the rights and powers and is subject to the

restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this article, a general partner of a limited

partnership has the liabilities of a partner in a partnership without

limited partners to persons other than the limited partnership and the

other partners.

(c) Except as provided in this article or in the partnership

agreement, a general partner of a limited partnership has the

liabilities of a partner in a partnership without limited partners to

the limited partnership and to the other partners.

Contributions by a general partner. A general partner of a

limited partnership shall make contributions to the limited partnership

and share in the profits and losses of, and in distributions from, the

limited partnership as a general partner. A person who is a general

partner also may make contributions and share in profits, losses, and

distributions as a limited partner. A person who is both a general

partner and a limited partner has the rights and powers, and is subject

to the restrictions and liabilities, of a general partner and, except as

provided in the partnership agreement, also has the rights and powers,

and is subject to the restrictions, of a limited partner to the extent

of his participation in the partnership as a limited partner.

Classes and voting by general partners. (a) A partnership

agreement may provide for classes or groups of general partners having

such relative rights and powers as the partnership agreement may

provide, and may make provision for the future creation in the manner

provided in the partnership agreement of additional classes of general

partners having such relative rights and powers as may from time to time

be established pursuant to the partnership agreement including rights

and powers senior to existing classes of general partners. The

partnership agreement may grant to all or to one or more classes of

general partners the right to vote, on a per capita, class or other

basis, upon any matter.

(b) A partnership agreement may set forth provisions relating to

notice of the time, place or purpose of any meeting at which any matter

is to be voted on by any general partners, waiver of any such notice,

action by consent without a meeting, the establishment of a record date,

quorum requirements, voting in person or by proxy, or any other matter

with respect to the exercise of any such right to vote.

Form of contribution. The contribution of a partner may be

in cash, property, or services rendered, or a promissory note or other

obligation to contribute cash or property or to render services.

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 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.

Sharing of profits and losses. The profits and losses of a

limited partnership shall be allocated among the partners, and among the

classes of partners, in the manner provided in the partnership

agreement. If the partnership agreement does not so provide, profits and

losses shall be allocated on the basis of the value, as stated in the

records of the limited partnership if so stated, of the contributions,

but not including defaulted obligations to make contributions, of each

partner to the extent they have been received by or promised to the

limited partnership and have not been returned.

Sharing of distributions. Distributions of cash or other

assets of a limited partnership shall be allocated among the partners,

and among classes of partners, in the manner provided in the partnership

agreement which may, among other things, establish record dates for

distributions. If the partnership agreement does not so provide,

distributions shall be allocated on the basis of the value, as stated in

the records of the limited partnership, if so stated, of the

contributions, but not including defaulted obligations to make

contributions, of each partner to the extent they have been received by

or promised to the limited partnership and have not been returned.

Interim distributions. Except as provided in this article,

a partner is entitled to receive distributions from a limited

partnership before his withdrawal from the limited partnership and

before the dissolution and winding up thereof to the extent and at the

times or upon the happening of the events specified in the partnership

agreement.

Withdrawal of a general partner. A general partner may

withdraw from a limited partnership at any time by giving written notice

to the other partners, but if the withdrawal violates the partnership

agreement, the limited partnership may recover from the withdrawing

general partner damages for breach of the partnership agreement, which

may be determined as set forth in the partnership agreement, and offset

the damages against the amount otherwise distributable to him.

Withdrawal of a limited partner. (a) A limited partner may

withdraw from a limited partnership at the time or upon the happening of

events specified in the partnership agreement and in accordance with the

partnership agreement. Notwithstanding anything to the contrary under

applicable law, unless a partnership agreement provides otherwise, a

limited partner may not withdraw from a limited partnership prior to the

dissolution and winding up of the limited partnership. Notwithstanding

anything to the contrary under applicable law, a partnership agreement

may provide that a partnership interest may not be assigned prior to the

dissolution and winding up of the limited partnership.

(b) A limited partnership whose original certificate of limited

partnership was filed with the secretary of state and effective prior to

the effective date of this subdivision shall continue to be governed by

this section as in effect on such date and shall not be governed by this

section, unless otherwise provided in the partnership agreement.

Right to distribution upon withdrawal. Except as provided

in this article upon withdrawal any withdrawing partner is entitled to

receive any distribution to which he is entitled under the partnership

agreement and, if not otherwise provided in the partnership agreement,

he is entitled to receive, within a reasonable time after withdrawal,

the fair value of his interest in the limited partnership as of the date

of withdrawal based upon his right to share in distributions from the

limited partnership.

Distribution in kind. Except as provided in the partnership

agreement, a partner, regardless of the nature of his contribution, has

no right to demand and receive any distribution from a limited

partnership in any form other than cash. Except as provided in the

partnership agreement, a partner may not be compelled to accept a

distribution of any asset in kind from a limited partnership to the

extent that the percentage of the asset distributed to him exceeds a

percentage of that asset which is equal to the percentage in which he

shares in distributions from the limited partnership.

Right to distribution. Subject to sections 121-607 and

121-804 of this article, at the time a partner becomes entitled to

receive a distribution, he has the status of, and is entitled to all

remedies available to, a creditor of the limited partnership with

respect to the distribution.

Limitations on distribution. (a) A limited partnership

shall not make a distribution to a partner to the extent that, at the

time of the distribution, after giving effect to the distribution, all

liabilities of the limited partnership, other than liabilities to

partners on account of their partnership interests and liabilities for

which recourse of creditors is limited to specified property of the

limited partnership, exceed the fair market value of the assets of the

limited partnership, except that the fair market value of property that

is subject to a liability for which the recourse of creditors is limited

shall be included in the assets of the limited partnership only to the

extent that the fair value of that property exceeds that liability.

(b) A limited partner who receives a distribution in violation of

subdivision (a) of this section, and who knew at the time of the

distribution that the distribution violated subdivision (a) of this

section, shall be liable to the limited partnership for the amount of

the distribution. A limited partner who receives a distribution in

violation of subdivision (a) of this section, and who did not know at

the time of the distribution that the distribution violated subdivision

(a) of this section, shall not be liable for the amount of the

distribution. Subject to subdivision (c) of this section, this

subdivision shall not affect any obligation or liability of a limited

partner under a partnership agreement or other applicable law for the

amount of a distribution.

(c) Unless otherwise agreed, a limited partner who receives a wrongful

distribution from a limited partnership shall have no liability under

this article or other applicable law for the amount of the distribution

after the expiration of three years from the date of the distribution.

Nature of partnership interest. An interest in a limited

partnership is personal property and a partner has no interest in

specific partnership property.

Assignment of partnership interest. (a) Except as provided

in the partnership agreement,

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a

limited partnership or entitle the assignee to become or to exercise any

rights or powers of a partner;

(3) The only effect of an assignment is to entitle the assignee to

receive, to the extent assigned, the distributions and allocations of

profits and losses to which the assignor would be entitled; and

(4) A partner ceases to be a partner and to have the power to exercise

any rights or powers of a partner upon assignment of all of his

partnership interest. Unless otherwise provided in the partnership

agreement, the pledge of, or the granting of a security interest, lien

or other encumbrance in or against, any or all of the partnership

interest of a partner shall not cause the partner to cease to be a

partner or to have the power to exercise any rights or powers of a

partner.

(b) The partnership agreement may provide that a limited partner's

interest may be evidenced by a certificate issued by the partnership and

may also provide for the assignment or transfer of any of the interest

represented by such a certificate. A limited partner's interest may be a

certificated security or an uncertificated security within the meaning

of section 8--102 of the uniform commercial code if the requirements of

section 8--103(c) are met, and if the requirements are not met shall be

deemed to be a general intangible.

(c) Unless otherwise provided in a partnership agreement and except to

the extent assumed by agreement, until an assignee of a partnership

interest becomes a partner, the assignee shall have no liability as a

partner solely as a result of the assignment.

Rights of creditor. On application to a court of competent

jurisdiction by any judgment creditor of a partner, the court may charge

the partnership interest of the partner with payment of the unsatisfied

amount of the judgment with interest. To the extent so charged, the

judgment creditor has only the rights of an assignee of the partnership

interest. This article does not deprive any partner of the benefit of

any exemption laws applicable to his partnership interest.

Right of assignee to become limited partner. (a) An

assignee of a partnership interest, including an assignee of a general

partner, may become a limited partner if (i) the assignor gives the

assignee that right in accordance with authority granted in the

partnership agreement, or (ii) all partners consent in writing, or (iii)

to the extent that the partnership agreement so provides.

(b) An assignee who has become a limited partner has, to the extent

assigned, the rights and powers, and is subject to the restrictions and

liabilities, of a limited partner under the partnership agreement and

this article. Notwithstanding the foregoing, unless otherwise provided

in the partnership agreement, an assignee who becomes a limited partner

is liable for the obligations of his assignor to make contributions as

provided in section 121-502 of this article, but shall not be liable for

the obligations of his assignor under sections 121-603 and 121-607 of

this article. However, the assignee is not obligated for liabilities,

including the obligations of his assignor to make contributions as

provided in section 121-502 of this article, unknown to the assignee at

the time he becomes a limited partner.

Liability upon assignment. (a) The assignor of a

partnership interest is not released from any liability under this

article or the partnership agreement, except liabilities which arise

after the effectiveness of the assignment and are pursuant to section

121-207 of this article, section 121-607 of this article or, in the

event the assignee becomes a limited partner, unless otherwise provided

in the partnership agreement, section 121-502 of this article.

(b) An assignee who becomes a limited partner is liable for the

obligations to make contributions and return distributions as provided

for in this article, provided, however, that the assignee is not

obligated for liabilities unknown to the assignee at the time he became

a limited partner and which could not be ascertained from the

partnership agreement and provided, further, that the assignee is not

obligated for any accrued liabilities of the assignor at the time of

assignment unless the assignee specifically assumes such liabilities.

Power of estate of deceased or incompetent partner.

Subject to subdivision (f) of section 121-402 of this article, if a

partner who is an individual dies or a court of competent jurisdiction

adjudges him to be incompetent to manage his person or his property, the

partner's executor, administrator, guardian, conservator or other legal

representative may exercise all of the partner's rights for the purpose

of settling his estate or administering his property, including any

power under the partnership agreement of an assignee to become a limited

partner. If a partner is a corporation, trust, or other entity and is

dissolved or terminated, the powers of that partner may be exercised by

its legal representative or successor.

Nonjudicial dissolution. A limited partnership is dissolved

and its affairs shall be wound up upon the happening of the first to

occur of the following:

(a) at the time, if any, provided in the certificate of limited

partnership;

(b) at the time or upon the happening of events specified in the

partnership agreement;

(c) subject to any requirement in the partnership agreement requiring

approval by any greater or lesser percentage of limited partners and

general partners, upon the written consent (1) of all of the general

partners and (2) of a majority in interest of each class of limited

partners;

(d) an event of withdrawal of a general partner unless (1) at the time

there is at least one other general partner and the partnership

agreement permits the business of the limited partnership to be carried

on by the remaining general partner and that partner does so, or (2)

unless the partnership agreement provides otherwise, if within ninety

days after the withdrawal of the last general partner, not less than a

majority in interest of the limited partners agree in writing to

continue the business of the limited partnership and to the appointment,

effective as of the date of withdrawal, of one or more additional

general partners if necessary or desired; or

(e) entry of a decree of judicial dissolution under section 121-802 of

this article.

(f) a limited partnership whose original certificate of limited

partnership was filed with the secretary of state and effective prior to

the effective date of this subdivision shall continue to be governed by

this section as in effect on such date and shall not be governed by this

section, unless otherwise provided in the partnership agreement.

Judicial dissolution. On application by or for a partner,

the supreme court in the judicial district in which the office of the

limited partnership is located may decree dissolution of a limited

partnership whenever it is not reasonably practicable to carry on the

business in conformity with the partnership agreement. A certified copy

of the order of dissolution shall be filed by the applicant with the

department of state within thirty days of its issuance.

Winding up. (a) In the event of a dissolution of a limited

partnership, except for a dissolution pursuant to section 121-802 of

this article, unless otherwise provided in the partnership agreement,

the general partners who have not wrongfully dissolved a limited

partnership or, if none, the limited partners, may wind up the limited

partnership's affairs; upon cause shown, the supreme court in the

judicial district in which the office of the limited partnership is

located may wind up the limited partnership's affairs upon application

of any partner, his legal representative, or assignee, and in connection

therewith may appoint a receiver or liquidating trustee.

(b) Upon dissolution of a limited partnership, the persons winding up

the limited partnership's affairs may, in the name of, and for and on

behalf of, the limited partnership prosecute and defend suits, whether

civil, criminal or administrative, settle and close the limited

partnership's business, dispose of and convey the limited partnership's

property, discharge the limited partnership's liabilities, and

distribute to the partners any remaining assets of the limited

partnership, all without affecting the liability of limited partners

including limited partners participating in the winding up of the

limited partnership's affairs.

Distribution of assets. Upon the winding up of a limited

partnership, the assets shall be distributed as follows:

(a) to creditors, including partners who are creditors, to the extent

permitted by law, in satisfaction of liabilities of the limited

partnership, whether by payment or by establishment of adequate

reserves, other than liabilities for distributions to partners under

section 121-601 or 121-604 of this article;

(b) except as provided in the partnership agreement, to partners and

former partners in satisfaction of liabilities for distributions under

section 121-601 or 121-604 of this article; and

(c) except as provided in the partnership agreement, to partners first

for the return of their contributions, to the extent not previously

returned, and secondly respecting their partnership interests, in the

proportions in which the partners share in distributions in accordance

with section 121-504 of this article.

Law governing. Subject to the constitution of this state,

the laws of the jurisdiction under which a foreign limited partnership

is organized govern its organization and internal affairs and the

liability of its limited partners.

Application for authority, contents. (a) Before doing

business in this state, a foreign limited partnership shall apply for

authority to do business in this state by submitting to the department

of state (i) a certificate of existence or, if no such certificate is

issued by the jurisdiction of organization, a certified copy of a

restated certificate of limited partnership and all subsequent

amendments thereto or, if no restated certificate has been filed, a

certified copy of the certificate filed as its organizational basis and

all amendments thereto (if such certificate or certified copy is in a

foreign language, a translation thereof under oath of the translator

shall be attached thereto) and (ii) an application for authority as a

foreign limited partnership entitled "Application for authority of

......... (name of limited partnership) under Section 121-902 of the

Revised Limited Partnership Act," signed by a general partner and

setting forth:

(1) the name of the foreign limited partnership and, if a foreign

limited partnership's name is not acceptable for authorization pursuant

to section 121-102 of this article, the fictitious name under which it

proposes to apply for authority and do business in this state, which

name shall be in compliance with section 121-102 of this article and

shall be used by the foreign limited partnership in all its dealings

with the department of state and in the conduct of its business in this

state. (The provisions of section one hundred thirty of the general

business law shall not apply to any fictitious name filed by a foreign

limited partnership pursuant to this section, and a filing under section

one hundred thirty of the general business law shall not constitute the

adoption of a fictitious name.);

(2) the jurisdiction and date of its organization;

(3) the county within this state in which the office of the limited

partnership is to be located;

(4) a designation of the secretary of state as its agent upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her. The limited partnership

may include an email address to which the secretary of state shall email

a notice of the fact that process against it has been electronically

served upon him or her;

(5) if it is to have a registered agent, his name and address within

the state and a statement that the registered agent is to be its agent

upon whom process may be served;

(6) the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign limited

partnership;

(7) a list of the names and business or residence addresses of all

general partners;

(8) a statement that the foreign limited partnership is in existence

in the jurisdiction of its organization at the time of the filing of

such application; and

(9) the name and address of the authorized officer in its jurisdiction

of its organization where a copy of its certificate of limited

partnership is filed and, if no public filing of its certificate of

limited partnership is required by the law of its jurisdiction of

organization, a statement that the limited partnership shall provide, on

request, a copy thereof with all amendments thereto (if such documents

are in a foreign language, a translation thereof under oath of the

translator shall be attached thereto), and the name and post office

address of the person responsible for providing such copies.

(b) Without excluding other activities which may not constitute doing

business in this state, a foreign limited partnership shall not be

considered to be doing business in this state for the purposes of this

article, by reason of carrying on in this state any one or more of the

following activities:

(1) maintaining or defending any action or proceeding, whether

judicial, administrative, arbitrative or otherwise, or effecting

settlement thereof or the settlement of claims or disputes;

(2) holding meetings of its partners, general or limited;

(3) maintaining bank accounts; or

(4) maintaining offices or agencies only for the transfer, exchange

and registration of its partnership interests, or appointing and

maintaining depositaries with relation to its partnership interests.

(c) The specification in subdivision (b) of this section does not

establish a standard for activities which may subject a foreign limited

partnership to service of process under this article or any other

statute of this state.

(d)(i) Within one hundred twenty days after the filing of the

application for authority, 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 within this state in

which the office of the foreign limited partnership is located, one

newspaper to be printed weekly and one newspaper to be printed daily, to

be designated by the county clerk. When such county is located within a

city with a population of one million or more, such designation shall be

as though the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this paragraph,

consisting of the certificate of publication of the foreign limited

partnership with the affidavits of publication of such newspapers

annexed thereto, must be filed with the department of state.

Notwithstanding any other provision of law, if the office of the foreign

limited partnership is located in a county wherein a weekly or daily

newspaper of the county, or both, has not been so designated by the

county clerk, then the publication herein required shall be made in a

weekly or daily newspaper of any county, or both, as the case may be,

which is contiguous to, such county, provided that any such newspaper

meets all the other requirements of this paragraph. A copy or notice

published in a newspaper other than the newspaper or newspapers

designated by the county clerk shall not be deemed to be one of the

publications required by this subdivision. The notice shall include: (1)

the name of the foreign limited partnership and the fictitious name

under which it applied for authority to do business in this state, if

any; (2) the date of filing of the application for authority with the

department of state; (3) the jurisdiction and date of its organization;

(4) the county within this state in which the office of the foreign

limited partnership is located; (4-a) the street address of the

principal business location, if any; (5) a statement that the secretary

of state has been designated as its agent upon whom process against it

may be served and the post office address within or without this state

to which the secretary of state shall mail a copy of any process against

it served upon him or her; (6) if it has a registered agent, his or her

name and address within the state and a statement that the registered

agent is its agent upon whom process may be served; (7) the address of

the office required to be maintained in the jurisdiction of its

organization by the laws of that jurisdiction or, if not so required, of

the principal office of the foreign limited partnership; (8) a statement

that the list of the names and business or residence addresses of all

general partners is available from the secretary of state; (9) the name

and address of the authorized officer in its jurisdiction of

organization where a copy of its certificate of limited partnership is

filed and, if no public filing of its certificate of limited partnership

is required by the law of its jurisdiction of organization, a statement

that the limited partnership shall provide, on request, a copy thereof

with all amendments thereto (if such documents are in a foreign

language, a translation thereof under oath of the translator shall be

attached thereto), and the name and post office address of the person

responsible for providing such copies; and (10) the character or purpose

of the business of such partnership. Where, at any time after completion

of the first of the six weekly publications required by this paragraph

and prior to the completion of the sixth such weekly publication, there

is a change in any of the information contained in the copy or notice as

published, the foreign limited partnership may complete the remaining

publications of the original copy or notice, and the foreign limited

partnership shall not be required to publish any further or amended copy

or notice. Where, at any time after completion of the six weekly

publications required by this paragraph, there is a change to any of the

information contained in the copy or notice as published, no further or

amended publication or republication shall be required to be made. If

within one hundred twenty days after the filing of application for

authority with the department of state, proof of such publication,

consisting of the certificate of publication of the foreign limited

partnership with the affidavits of publication of the newspapers annexed

thereto has not been filed with the department of state, the authority

of such foreign limited partnership to carry on, conduct or transact any

business in this state shall be suspended, effective as of the

expiration of such one hundred twenty day period. The failure of a

foreign limited partnership to cause such copy or notice to be published

and such certificate of publication and affidavits of publication to be

filed with the department of state within such one hundred twenty day

period or the suspension of such foreign limited partnership's authority

to carry on, conduct or transact business in this state pursuant to this

paragraph shall not limit or impair the validity of any contract or act

of such foreign limited partnership, or any right or remedy of any other

party under or by virtue of any contract, act or omission of such

foreign limited partnership, or the right of any other party to maintain

any action or special proceeding on any such contract, act or omission,

or right of such foreign limited partnership to defend any action or

special proceeding in this state, or result in any partner or agent of

such foreign limited partnership becoming liable for the contractual

obligations or other liabilities of the foreign limited partnership. If,

at any time following the suspension of a foreign limited partnership's

authority to carry on, conduct or transact business in this state

pursuant to this paragraph, such foreign limited partnership shall cause

proof of publication in substantial compliance with the provisions

(other than the one hundred twenty day period) of this paragraph,

consisting of the certificate of publication of the foreign limited

partnership with the affidavits of publication of the newspapers annexed

thereto, to be filed with the department of state, such suspension of

such foreign limited partnership's authority to carry on, conduct or

transact business shall be annulled.

(ii)(1) A foreign limited partnership which was formed and filed its

application for authority with the department of state prior to the

effective date of this paragraph and complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date shall not be required to make any publication or

republication or any filing under paragraph (i) of this subdivision, and

shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a

foreign limited partnership which was formed and filed its application

for authority with the department of state prior to such effective date

and which did not comply with the publication and filing requirements of

this subdivision as in effect prior to such effective date shall publish

a copy of its application for authority or a notice containing the

substance thereof in the manner required (other than the one hundred

twenty day period) by this subdivision as in effect prior to such

effective date and file proof of such publication, consisting of the

certificate of publication of the foreign limited partnership with the

affidavits of publication of the newspapers annexed thereto, with the

department of state.

(3) If a foreign limited partnership that is subject to the provisions

of subparagraph two of this paragraph fails to file the required proof

of publication with the department of state within twelve months after

the effective date of this paragraph, its authority to carry on, conduct

or transact any business in this state shall be suspended, effective as

of the expiration of such twelve month period.

(4) The failure of a foreign limited partnership that is subject to

the provisions of subparagraph two of this paragraph to fully comply

with the provisions of said subparagraph two or the suspension of such

foreign limited partnership's authority to carry on, conduct or transact

any business in this state pursuant to subparagraph three of this

paragraph shall not impair or limit the validity of any contract or act

of such foreign limited partnership, or any right or remedy of any other

party under or by virtue of any contract, act or omission of such

foreign limited partnership, or the right of any other party to maintain

any action or special proceeding on any such contract, act or omission,

or right of such foreign limited partnership to defend any action or

special proceeding in this state, or result in any partner or agent of

such foreign limited partnership becoming liable for the contractual

obligations or other liabilities of the foreign limited partnership.

(5) If, at any time following the suspension of a foreign limited

partnership's authority to carry on, conduct or transact business in

this state, pursuant to subparagraph three of this paragraph, such

foreign limited partnership shall cause proof of publication in

substantial compliance with the provisions (other than the one hundred

twenty day period) of paragraph (i) of this subdivision, consisting of

the certificate of publication of the foreign limited partnership with

the affidavits of publication of the newspapers annexed thereto, to be

filed with the department of state, such suspension of such foreign

limited partnership's authority to carry on, conduct or transact

business shall be annulled.

(6) For the purposes of this paragraph, a foreign limited partnership

which was formed and filed its application for authority with the

department of state prior to the effective date of this paragraph shall

be deemed to have complied with the publication and filing requirements

of this subdivision as in effect prior to such effective date if (A) the

foreign limited partnership was formed and filed its application for

authority with the department of state on or after January first,

nineteen hundred ninety-nine and prior to such effective date and the

foreign limited partnership filed at least one affidavit of the printer

or publisher of a newspaper with the department of state at any time

prior to such effective date, or (B) the foreign limited partnership was

formed and filed its application for authority with the department of

state prior to January first, nineteen hundred ninety-nine, without

regard to whether the foreign limited partnership did or did not file

any affidavit of the printer or publisher of a newspaper with the

secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.

Certificate of amendment. (a) A foreign limited

partnership may amend its application for authority from time to time if

the amendments contain only such provisions as might be lawfully

contained in an application for authority at the time of making such

amendment. To accomplish such amendment, a certificate, entitled

"Certificate of amendment of...(name of limited partnership) under

section 121-903 of the Revised Limited Partnership Act," shall be signed

and delivered to the department of state. It shall set forth:

(1) the name of the foreign organization as it appears on the index of

names of existing domestic and authorized foreign limited partnerships

of any type or kind in the department of state, and the fictitious name,

if any, the foreign limited partnership has agreed to use in this state

pursuant to section 121-902 of this article;

(2) the jurisdiction of its organization;

(3) the date it was authorized to do business in this state;

(4) each amendment effected thereby; and

(5) if the true name of the foreign limited partnership is to be

changed, a statement that the change of name has been effected under the

laws of the jurisdiction of its organization and the date the change was

so effected.

(b) Every foreign limited partnership which has received a filing

receipt evidencing authority as provided herein, shall, within ninety

days after it has changed its name in the jurisdiction of its formation

file an amendment to its application with the department of state under

subdivision (a) of this section.

Certificate of change. (a) A foreign limited partnership

may change its application for authority by filing with the department

of state a certificate of change entitled "Certificate of Change

of ........ (name of limited partnership) under Section 121-903-A of the

Revised Limited Partnership Act" and shall be signed and delivered to

the department of state. A certificate of change may (i) change the

location of the limited partnership's office; (ii) change the post

office address to which the secretary of state shall mail a copy of

process against the limited partnership served upon him; (iii) specify,

change or delete the email address to which the secretary of state shall

email a notice of the fact that process against the limited partnership

has been electronically served upon him or her; and (iv) make, revoke or

change the designation of a registered agent, or to specify or change

the address of its registered agent. It shall set forth:

(1) the name of the foreign limited partnership and, if applicable,

the fictitious name the foreign limited partnership has agreed to use in

this state pursuant to section 121-902 of this article;

(2) the date its application for authority was filed by the department

of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a foreign limited partnership served upon him or her, and/or the email

address to which the secretary of state shall email a notice of the fact

that process against it has been electronically served upon the

secretary of state, and/or the address of the registered agent, provided

such address being changed is the address of a person, partnership or

corporation whose address, as agent, is the address to be changed,

and/or the email address being changed is the email address of a person,

partnership or other corporation whose email address, as agent, is the

email address to be changed, or who has been designated as registered

agent for such foreign limited partnership shall be signed and delivered

to the department of state by such agent. The certificate of change

shall set forth the statements required under subdivision (a) of this

section; that a notice of the proposed change was mailed to the foreign

limited partnership by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such foreign limited partnership has not objected thereto; and that

the party signing the certificate is the agent of such foreign limited

partnership to whose address the secretary of state is required to mail

copies of process, the email address of the party to whose email address

the secretary of state is required to mail a notice of the fact that

process against it has been electronically served upon the secretary of

state and/or the registered agent, if such be the case. A certificate

signed and delivered under this subdivision shall not be deemed to

effect a change of location of the office of the limited partnership in

whose behalf such certificate is filed.

Application for authority; effect. (a) Upon filing by the

department of state of the application for authority the foreign limited

partnership shall be authorized to do business in this state. Such

authority shall continue so long as it retains its authority to do

business in the jurisdiction of its formation and its authority to do

business has not been surrendered, suspended or annulled in accordance

with the law.

(b) A foreign limited partnership which has received a certificate of

authority shall have such powers to conduct business in this state as

are permitted by the laws of the jurisdiction in which it was organized

but no greater than those of a domestic limited partnership; provided,

that this subdivision shall not affect the powers of the foreign limited

partnership outside this state.

Surrender of certificate of authority. (a) A foreign

limited partnership may surrender its certificate of authority by filing

with the department of state a certificate entitled, "Certificate of

surrender of authority of.... (name of limited partnership)" signed by a

general partner, or by a trustee, receiver or other person authorized by

law to wind up such partnership. The authority of the foreign limited

partnership to do business in this state shall terminate on such filing

of the certificate of surrender of authority. A surrender shall not

terminate the authority of the secretary of state to accept service of

process on the foreign limited partnership with respect to causes of

action arising out of doing business in this state.

(b) The certificate of surrender of authority shall state:

(1) the name of the foreign limited partnership as it appears on the

index of names of existing domestic and authorized foreign limited

partnerships of any type or kind in the department of state, and the

fictitious name the foreign limited partnership has agreed to use in

this state pursuant to section 121-902 of this article;

(2) the jurisdiction where it was organized;

(3) the date on which its certificate of authority to do business in

this state was filed with the department of state;

(4) that it surrenders its authority to do business in this state;

(5) that it revokes the authority of its registered agent, if any,

previously designated, and that it consents that process against it in

any action or special proceeding based upon any liability or obligation

incurred by it within this state before the filing of the certificate of

surrender may be served on the secretary of state in the manner set

forth in section 121-109 of this article; and

(6) a post office address within or without this state to which the

secretary of state shall mail a copy of any process against it served

upon him or her. The limited partnership may include an email address to

which the secretary of state shall email a notice of the fact that

process against it has been electronically served upon him or her.

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 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 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.

Doing business without certificate of authority. (a) A

foreign limited partnership doing business in this state without having

received a certificate of authority to do business in this state may not

maintain any action, suit or special proceeding in any court of this

state unless and until such partnership shall have received a

certificate of authority in this state.

(b) The failure of a foreign limited partnership that is doing

business in this state to comply with the provision of this article does

not impair the validity of any contract or act of the foreign limited

partnership or prevent the foreign limited partnership from defending

any action or special proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable

as a general partner of the foreign limited partnership solely by reason

of the limited partnership's doing or having done business in this state

without having received a certificate of authority.

(d) A foreign limited partnership by doing business in this state

without authority appoints the secretary of state as its agent for

service of process with respect to causes of action arising out of doing

business in this state. In any such case, process against such foreign

limited partnership may be served upon the secretary of state in the

manner set forth in section 121-109 of this article.

Violations. The attorney general shall, upon his own motion

or upon the motion of proper parties, bring an action to restrain a

foreign limited partnership without a certificate of authority from

doing any business in this state in violation of this article, or from

doing any business in this state which is prohibited under the laws of

this state. The attorney general may bring an action or special

proceeding to annul the authority of a foreign limited partnership which

is doing any business in this state which is prohibited under the laws

of this state. The attorney general shall deliver a certified copy of

the order of annulment to the department of state. Upon the filing

thereof by the department of state the certificate of authority of the

foreign limited partnership to do business in this state shall be

annulled, and the provisions of section 121-906 of this article shall

thereafter be applicable. The secretary of state shall continue as

agent of the foreign limited partnership upon whom process against it

may be served in any action, suit or special proceeding based upon any

liability or obligation incurred by the foregoing foreign limited

partnership within the state prior to the filing of the certified copy

of the order of annulment by the department of state.

Parties to actions. A limited partner, unless he is also a

general partner, is not a proper party to proceedings by or against a

partnership, except where the object is to enforce a limited partner's

right against or liability to the partnership and except in cases

provided for in section 121-1002 of this article.

Limited partners' derivative action. (a) A limited partner

may bring an action in the right of a limited partnership to recover a

judgment in its favor if all general partners with authority to do so

have refused to bring the action or if an effort to cause those general

partners to bring the action is not likely to succeed.

(b) In a derivative action, at least one plaintiff must be a limited

partner at the time of bringing the action and (i) at the time of the

transaction of which he complains, or (ii) his status as a limited

partner had devolved upon him by operation of law or in accordance with

the terms of the partnership agreement from a person who was a partner

at the time of the transaction of which he complains.

(c) In a derivative action, the complaint shall set forth with

particularity the efforts of the plaintiff to secure the initiation of

such action by a general partner, or the reasons for not making such

effort.

(d) A derivative action shall not be discontinued, compromised or

settled without the approval of the court having jurisdiction of the

action. If the court shall determine that the interests of the limited

partners will be substantially affected by such discontinuance,

compromise or settlement, the court, in its discretion, may direct that

notice, by publication or otherwise, shall be given to the limited

partners whose interests it determines will be so affected. If notice is

so directed to be given, the court may determine which one or more of

the parties to the action shall bear the expenses of giving the same, in

such amount as the court shall determine and find to be reasonable in

the circumstances, and the amount of such expense shall be awarded as

special costs of the action and recoverable in the same manner as

statutory taxable costs.

(e) If the derivative action on behalf of the limited partnership is

successful, in whole or in part, or if anything is received by the

plaintiff or plaintiffs or a claimant or claimants as a result of a

judgment, compromise or settlement of an action or claim, the court may

award the plaintiff or plaintiffs, claimant or claimants reasonable

expenses, including reasonable attorneys' fees, and shall direct him or

them to account to the limited partnership for the remainder of the

proceeds so received by him or them. This subdivision shall not apply to

any judgment rendered for the benefit of injured limited partners only

and limited to a recovery of the loss or damage sustained by them.

Security for expenses. In a derivative action, brought

pursuant to section 121-1002 of this article, unless the contributions

of or allocable to the plaintiff or plaintiffs amount to five percent or

more of the contributions of all limited partners, in their status as

limited partners, or such contributions of or allocable to such

plaintiff or plaintiffs have a fair value in excess of fifty thousand

dollars, the limited partnership in whose right such action is brought

shall be entitled at any stage of the proceedings before final judgment

to require the plaintiff or plaintiffs to give security for the

reasonable expenses, including attorney's fees, which may be incurred by

it in connection with such action and by the other parties defendant in

connection therewith for which the limited partnership may become liable

under this article or under any contract or otherwise under law. The

limited partnership shall have recourse to such security in such amount

as the court having jurisdiction of such action shall determine upon the

termination of such action. Notwithstanding the first sentence of this

section, the amount of any security may from time to time be determined

in the discretion of the court having jurisdiction of such action, even

if the five percent of contributions or fifty thousand dollar value test

is met, upon a showing of the need therefor.

Indemnification of general partner. (a) No provision made

to indemnify general partners for the defense of a derivative action,

brought pursuant to section 121-1002 of this article, whether contained

in the partnership agreement or otherwise, nor any award of

indemnification by a court, shall be valid unless consistent with this

section. Nothing contained in this section shall affect any rights to

indemnification to which limited partners, employees and agents of the

limited partnership who are not general partners may be entitled by

contract or otherwise under law.

(b) A limited partnership may indemnify, and may advance expenses to,

any general partner, including a general partner made a party to an

action in the right of a limited partnership to procure a judgment in

its favor by reason of the fact that he, his testator or intestate, is

or was a general partner in the limited partnership, provided that no

indemnification may be made to or on behalf of any general partner if a

judgment or other final adjudication adverse to the general partner

establishes that his acts were committed in bad faith or were the result

of active and deliberate dishonesty and were material to the cause of

action so adjudicated, or that he personally gained in fact a financial

profit or other advantage to which he was not legally entitled.

Merger and consolidation of limited partnerships. One or

more limited partnerships formed under this article or which complies

with subdivision (a) of section 121-1202 of this article may merge with,

or consolidate into, a limited partnership formed under this article or

which complies with subdivision (a) of such section or under the law of

any other state. Whenever used in this article, "merger" shall mean a

procedure in which two or more limited partnerships merge into a single

limited partnership which shall be one of the constituent limited

partnerships and "consolidation" shall mean a procedure in which two or

more limited partnerships consolidate into a single limited partnership

which shall be a new limited partnership to be formed pursuant to the

consolidation.

Procedure for merger or consolidation. (a) The general

partners of each constituent limited partnership shall adopt an

agreement of merger or consolidation, setting forth the partnership

agreement of the surviving or consolidated limited partnership and the

terms and conditions of the conversion of the interests of general and

limited partners of the constituent limited partnerships into general

and limited partnership interests in the surviving or resulting limited

partnership or the cash or other consideration to be paid or delivered

in exchange for interests in a constituent limited partnership, or a

combination thereof. The agreement shall be submitted to the partners of

each constituent limited partnership at a regular or special meeting

called on twenty days notice or such greater notice as the partnership

agreement may provide. Subject to any requirement in the partnership

agreement requiring approval by any greater or lesser, which shall not

be less than a majority in interest, percentage of limited partners, the

agreement shall be approved on behalf of each constituent limited

partnership (i) by such vote of general partners as shall be required by

the partnership agreement, or, if no provision is made, by all general

partners, and (ii) by limited partners representing a majority in

interest of each class of limited partners. Notwithstanding

authorization by the partners, the plan of merger or consolidation may

be abandoned pursuant to a provision for such abandonment, if any,

contained in the plan of merger or consolidation.

(b) Any limited partner of a limited partnership which is a party to a

proposed merger or consolidation may, prior to that time of the meeting

at which such merger or consolidation is to be voted on, file with the

limited partnership written notice of dissent from the proposed merger

or consolidation. Such notice of dissent may be withdrawn by the

dissenting limited partner at any time prior to the effective date of

the merger or consolidation and shall be deemed to be withdrawn if the

limited partner casts a vote in favor of the proposed merger or

consolidation.

(c) Upon the effectiveness of the merger or consolidation the

dissenting limited partner of any constituent limited partnership shall

not become or continue to be a limited partner of the surviving or

resulting limited partnership, but shall be entitled to receive in cash

from the surviving or resulting limited partnership the fair value of

his interest in the limited partnership as of the close of business of

the day prior to the effective date of the merger or consolidation in

accordance with section 121-604 of this article, but without taking

account of the effect of the merger or consolidation.

(d) A limited partner of a constituent limited partnership who has a

right under this article to demand payment for his partnership interest

shall not have any right at law or in equity under this article to

attack the validity of the merger or consolidation, or to have the

merger or consolidation set aside or rescinded, except in an action or

contest with respect to compliance with the provisions of the

partnership agreement or subdivision (a) of this section.

(e) A limited partnership whose original certificate of limited

partnership was filed with the secretary of state and effective prior to

the effective date of this subdivision shall continue to be governed by

this section as in effect on such date and shall not be governed by this

section, unless otherwise provided in the partnership agreement.

Certificate of merger or consolidation; contents. (a)

After adoption of the plan of merger or consolidation by the partners of

each constituent limited partnership, unless the merger or consolidation

is abandoned in accordance with subdivision (a) of section 121-1102 of

this article, a certificate of merger or consolidation, entitled

"Certificate of merger (or consolidation) of........ and.......

into.......... (names of limited partnership) under Section 121-1103 of

the Revised Limited Partnership Act", shall be signed on behalf of each

constituent limited partnership and delivered to the department of

state. The certificate of merger or consolidation shall set forth:

(1) The name of each constituent limited partnership, and if the name

has been changed, the name under which it was formed; and the name of

the surviving limited partnership, or the name of the consolidated

limited partnership;

(2) If a constituent is a domestic limited partnership, the date when

its certificate of limited partnership was filed with the department of

state under this article, or the date when and the county in which its

original certificate of limited partnership was filed under article

eight of this chapter;

(3) If a constituent is a foreign limited partnership the jurisdiction

and date of filing of its original certificate of limited partnership

and the date when its application for authority was filed by the

department of state or if no such application has been filed, a

statement to such effect and (if the constituent foreign limited

partnership is the survivor) that it is not to do business in this state

until an application for such authority shall have been filed by the

department of state;

(4) If a domestic limited partnership is the surviving limited

partnership, such changes in its certificate of limited partnership as

shall be necessary by reason of merger;

(5) If a domestic limited partnership is the resulting limited

partnership in a consolidation, the matters required to be set forth

under section 121-201 of this article;

(6) If the surviving or resulting limited partnership is a foreign

limited partnership: An agreement that the surviving or consolidated

foreign limited partnership may be served with process in this state in

any action or special proceeding for the enforcement of any liability or

obligation of any domestic limited partnership or of any foreign limited

partnership previously amenable to suit in this state which is a

constituent limited partnership in such merger or consolidation, and for

the enforcement as provided in this article, of the right of partners of

any domestic limited partnership to receive payment for their interest

against the surviving or consolidated limited partnership; and

(7) A designation of the secretary of state as its agent upon whom

process against it may be served in the manner set forth in section

121-109 of this article in any action or special proceeding, and a post

office address, within or without this state, to which the secretary of

state shall mail a copy of any process served upon him or her. The

limited partnership may include an email address to which the secretary

of state shall email a notice of the fact that process against it has

been electronically served upon him or her. Such post office address or

email address shall supersede any prior address designated as the

address to which process shall be mailed or a notice emailed.

(b) The merger or consolidation shall be effective upon the filing

thereof by the department of state of the certificate, or at such later

date not more than thirty days after the date of such filing as the

certificates filed may provide.

Effect of merger or consolidation. When such merger or

consolidation has been effected:

(a) all the property, real and personal, tangible and intangible, of

each constituent limited partnership shall vest in the surviving or

resulting limited partnership;

(b) to the extent provided in the plan of merger or consolidation, the

partners of each constituent limited partnership shall continue or

become partners in the surviving or resulting limited partnership with

such interest as the agreement of merger or consolidation shall provide;

(c) the surviving or resulting limited partnership shall be liable for

all debts, obligations, liabilities and penalties of each constituent

limited partnership as though each such debt, obligation, liability or

penalty had been originally incurred by such surviving or resulting

limited partnership; and

(d) no action, suit or proceeding, civil or criminal, then pending by

or against any such constituent limited partnership in its common name

shall abate or be discontinued by reason of such merger or

consolidation, but may be prosecuted by or proceed against such

surviving or resulting limited partnership.

Payment for interest of dissenting limited partners. (a)

Within ten days after the occurrence of an event described in section

121-1102 of this article, the surviving or resulting limited partnership

shall send to each dissenting former limited partner a written offer to

pay in cash the fair value of such former partner's interest. Payment

in cash shall be made to each former limited partner accepting such

offer within ten days after notice of such acceptance is received by the

surviving or resulting limited partnership.

(b) If a former limited partner and the surviving or resulting limited

partnership fail to agree on the price to be paid for the former limited

partner's partnership interest within ninety days after the surviving or

resulting limited partnership shall have made the offer provided for in

subdivision (a) of this section, or if the limited partnership or

surviving limited partnership shall fail to make such an offer within

the period provided for in subdivision (a) of this section, the

procedure provided for in paragraphs (h)-(k) of section six hundred

twenty-three of the business corporation law shall apply, as they may be

amended from time to time.

(c) A payment under this section shall constitute a return of a

partner's contribution for the purposes of section 121-607 of this

article.

Mergers and consolidations involving other business

entities. One or more domestic limited partnerships formed under this

article or which comply with subdivision (a) of section 121-1202 of this

article may merge with, or consolidate into, one or more other business

entities formed under the law of this state or the law of any other

state, in each case with the surviving or resulting entity being a

limited partnership or a domestic or foreign other business entity;

provided that (i) any limited partnership so merging or consolidating

complies with the provisions of this chapter so far as applicable to it

and as applicable to any surviving or resulting limited partnership and

(ii) any such other business entity so merging or consolidating complies

with the applicable provisions of the statute governing such other

business entity. With respect to adoption of an agreement of merger or

consolidation pursuant to section 121-1102 of this article, the general

partners of each constituent limited partnership shall adopt an

agreement of merger or consolidation (to be submitted to the partners of

the limited partnership as provided in subdivision (a) of section

121-1102) setting forth the terms and conditions of the conversion of

the interests of the general and limited partners of such constituent

limited partnerships into interests in the surviving or resulting entity

or the cash or other consideration to be paid or delivered in exchange

for interests in such constituent limited partnerships, or a combination

thereof. The rights of any dissenting limited partner of any constituent

limited partnership shall be as provided in this chapter whether the

surviving or resulting entity is a limited partnership or a domestic or

foreign other business entity. The certificate of merger or

consolidation required pursuant to section 121-1103 of this article

shall include the information required by paragraphs one, two, three and

six of subdivision (a) of such section (as applicable) as to the

constituent other business entities. The provisions of section 121-1104

of this article shall govern the effect of the merger or consolidation

with respect to the property of, debts, obligations, liabilities and

penalties of, and actions, suits and proceedings by or against, the

constituent limited partnership if the survivor or resultant entity

therefrom is a limited partnership. A certificate of merger or

consolidation shall be filed with the department of state pursuant to

the law applicable to such surviving or resulting entity. If the

surviving or resulting entity is an other business entity for which the

laws of this state do not provide for the filing of a certificate of

merger or consolidation, such certificate shall be filed pursuant to

this section.

Existing limited partnership. (a) All limited partnerships

formed on or after the effective date of this article shall be governed

by this article.

(b) Except as provided in section 121-1202 of this article, all

domestic limited partnerships formed under the laws of this state prior

to the effective date of this article shall continue to be governed by

article eight of this chapter, as amended, in the same manner as if this

article had not been enacted.

(c) All foreign limited partnerships which have authority to do

business in New York on such effective date shall be deemed to have

received authority under this article and such foreign limited

partnerships shall not be required to take any action with respect

thereto.

Adoption by previously formed limited partnerships. (a) A

limited partnership formed under the laws of this state prior to the

effective date of this article may adopt and thereafter be governed by

this article by filing with the department of state a certificate of

limited partnership conforming to the requirements of section 121-201 of

this article. Such certificate (i) shall be entitled "Certificate of

adoption of Revised Limited Partnership Act of...(name of limited

partnership) under Section 121-1202 of the Revised Limited Partnership

Act", and (ii) shall state the date and the county in which its original

certificate of limited partnership was filed, as well as the name of the

limited partnership as provided in such original certificate, if

different. Simultaneously, such limited partnership shall file a notice

with the county clerk of the county in which its prior certificate was

filed stating that it has filed a certificate under this article in the

department of state.

(b) On and after the effective date of this article, any limited

partnership formed under the laws of the state prior to the effective

date of this article which does not elect to be governed by this article

which would be required under article eight to amend its certificate of

limited partnership or wishes to amend its certificate of limited

partnership shall file such amendment with the department of state,

together with a certificate of adoption as described in subdivision (a)

of this section. Such amendment shall (i) contain a caption that such

amendment is filed pursuant to this subdivision and (ii) shall state (A)

the date on which and the county in which its original certificate of

limited partnership was filed as well as the name of the limited

partnership as provided in such original certificate, if different; and

(B) if the principal place of business stated in such original

certificate of limited partnership has been changed to another county

and an amendment thereto filed with the county clerk of the county in

which such principal place of business was changed, the date on and the

county in which such amendment was filed. Simultaneously, such limited

partnership shall file a notice with the county clerk of the county in

which its prior certificate was filed stating that it has filed an

amendment to its certificate under this section. Following the filing of

an initial notice to such clerks of the county no further notice of any

additional amendments need be filed with such clerks of the county.

(c) Notwithstanding the provisions of section 121-102 of this article,

any limited partnership not electing to be governed by this article may

continue to use the name under which it has heretofore done business in

this state. A limited partnership electing not to be governed by this

article upon filing the amendments provided for in subdivision (b) of

this section shall thereafter be governed by this article and not by the

law previously applicable to it.

(d) Unless otherwise provided in the partnership agreement of the

limited partnership organized prior to the effective date of this

article, the general partners of such limited partnership shall have the

power and authority to elect whether at any time such limited

partnership shall be governed by this article.

Fees. Except as otherwise provided, the department of state

shall collect the following fees and deposit such fees in the

corporations, state records and uniform commercial code account pursuant

to this article:

(a) For the reservation of a limited partnership name pursuant to

section 121-103 of this article, twenty dollars.

(d) For the resignation of a registered agent for service of process

pursuant to subdivision (c) of section 121-105 of this article, twenty

dollars.

(e) For filing a certificate of limited partnership pursuant to

section 121-201 of this article, two hundred dollars.

(f) For filing a certificate of publication with affidavits of

publication annexed thereto pursuant to either section 121-201 or

121-902 of this article, fifty dollars.

(g) For filing a certificate of amendment pursuant to section 121-202

of this article, sixty dollars.

(h) For filing a certificate of cancellation pursuant to section

121-203 of this article, sixty dollars.

(i) For filing a restated certificate of limited partnership pursuant

to section 121-208 of this article, sixty dollars.

(j) For filing a judicial dissolution pursuant to section 121-802 of

this article, sixty dollars.

(k) For filing an application for authority pursuant to section

121-902 of this article, two hundred dollars.

(l) For filing an amendment to an application for authority pursuant

to section 121-903 of this article, sixty dollars.

(m) For filing a certificate of surrender of authority pursuant to

section 121-905 of this article, sixty dollars.

(n) For filing a certificate of termination of existence pursuant to

section 121-906 of this article, sixty dollars.

(o) For filing a certificate of merger or consolidation pursuant to

section 121-1103 of this article, sixty dollars.

(p) For filing a certificate of adoption pursuant to section 121-1202

of this article, two hundred dollars.

(q) For filing a certificate of resignation for receipt for process

pursuant to section 121-104-A of this article, ten dollars.

(r) For service of process on the secretary of state pursuant to

section 121-104-A or section 121-109 of this article, forty dollars. No

fee shall be collected for process served on behalf of a county, city,

town or village or other political subdivision of the state.

(s) For filing a certificate of change pursuant to subdivision (a) of

section 121-202-A or subdivision (a) of section 121-903-A of this

article, thirty dollars, and for filing a certificate of change pursuant

to subdivision (b) of section 121-202-A or subdivision (b) of section

121-903-A of this article, five dollars.

Registered limited liability partnership. (a)(I)

Notwithstanding the education law or any other provision of law, (i) a

partnership without limited partners each of whose partners is a

professional authorized by law to render a professional service within

this state and who is or has been engaged in the practice of such

profession in such partnership or a predecessor entity, or will engage

in the practice of such profession in the registered limited liability

partnership within thirty days of the date of the effectiveness of the

registration provided for in this subdivision or a partnership without

limited partners each of whose partners is a professional, at least one

of whom is authorized by law to render a professional service within

this state and who is or has been engaged in the practice of such

profession in such partnership or a predecessor entity, or will engage

in the practice of such profession in the registered limited liability

partnership within thirty days of the date of the effectiveness of the

registration provided for in this subdivision, (ii) a partnership

without limited partners authorized by, or holding a license,

certificate, registration or permit issued by the licensing authority

pursuant to the education law to render a professional service within

this state, which renders or intends to render professional services

within this state, or (iii) a related limited liability partnership may

register as a registered limited liability partnership by filing with

the department of state a registration which shall set forth:

(1) the name of the registered limited liability partnership;

(2) the address of the principal office of the partnership without

limited partners;

(3) the profession or professions to be practiced by such partnership

without limited partners and a statement that it is eligible to register

as a registered limited liability partnership pursuant to subdivision

(a) of this section;

(4) a designation of the secretary of state as agent of the

partnership without limited partners upon whom process against it may be

served and the post office address within or without this state to which

the secretary of state shall mail a copy of any process against it or

served upon it. The partnership without limited partners may include an

email address to which the secretary of state shall email a notice of

the fact that process against it has been electronically served upon him

or her;

(5) if the partnership without limited partners is to have a

registered agent, its name and address in this state and a statement

that the registered agent is to be the agent of the partnership without

limited partners upon whom process against it may be served;

(6) that the partnership without limited partners is filing a

registration for status as a registered limited liability partnership;

(7) if the registration of the partnership without limited partners is

to be effective on a date later than the time of filing, the date, not

to exceed sixty days from the date of such filing, of such proposed

effectiveness;

(8) if all or specified partners of the registered limited liability

partnership are to be liable in their capacity as partners for all or

specified debts, obligations or liabilities of the registered limited

liability partnership as authorized pursuant to subdivision (d) of

section twenty-six of this chapter, a statement that all or specified

partners are so liable for such debts, obligations or liabilities in

their capacity as partners of the registered limited liability

partnership as authorized pursuant to subdivision (d) of section

twenty-six of this chapter; and

(9) any other matters the partnership without limited partners

determines to include in the registration.

(II) (A) Within one hundred twenty days after the effective date of

the registration, 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 the principal

office of the registered limited liability partnership is located in

this state, one newspaper printed weekly and one newspaper to be printed

daily, to be designated by the county clerk. When such county is located

within a city with a population of one million or more, such designation

shall be as though the copy or notice were a notice or advertisement of

judicial proceedings. Proof of the publication required by this

subparagraph, consisting of the certificate of publication of the

registered limited liability partnership with the affidavits of

publication annexed thereto, must be filed, with a fee of fifty dollars,

with the department of state. Notwithstanding any other provision of

law, if the office of the registered limited liability partnership is

located in a county wherein a weekly or daily newspaper of the county,

or both, has not been so designated by the county clerk, then the

publication herein required shall be made in a weekly or daily newspaper

of any county, or both, as the case may be, which is contiguous to, such

county, provided that any such newspaper meets all the other

requirements of this subparagraph. A copy or notice published in a

newspaper other than the newspaper or newspapers designated by the

county clerk shall not be deemed to be one of the publications required

by this paragraph. The notice shall include: (1) the name of the

registered limited liability partnership; (2) the date of filing of the

registration with the department of state; (3) the county within this

state, in which the principal office of the registered limited liability

partnership is located; (3-a) the street address of the principal

business location, if any; (4) a statement that the secretary of state

has been designated as agent of the registered limited liability

partnership upon whom process against it may be served and the post

office address within or without this state to which the secretary of

state shall mail a copy of any process against it served upon him or

her; (5) if the registered limited liability partnership is to have a

registered agent, his or her name and address within this state and a

statement that the registered agent is to be the agent of the registered

limited liability partnership upon whom process against it may be

served; (6) if the registered limited liability partnership is to have a

specific date of dissolution in addition to the events of dissolution

set forth in section sixty-two of this chapter, the latest date upon

which the registered limited liability partnership is to dissolve; and

(7) the character or purpose of the business of such registered limited

liability partnership. Where, at any time after completion of the first

of the six weekly publications required by this subparagraph and prior

to the completion of the sixth such weekly publication, there is a

change in any of the information contained in the copy or notice as

published, the registered limited liability partnership may complete the

remaining publications of the original copy or notice, and the

registered limited liability partnership shall not be required to

publish any further or amended copy or notice. Where, at any time after

completion of the six weekly publications required by this subparagraph,

there is a change to any of the information contained in the copy or

notice as published, no further or amended publication or republication

shall be required to be made. If within one hundred twenty days after

its formation, proof of such publication, consisting of the certificate

of publication of the registered limited liability partnership with the

affidavits of publication of the newspapers annexed thereto has not been

filed with the department of state, the authority of such registered

limited liability partnership to carry on, conduct or transact any

business in this state shall be suspended, effective as of the

expiration of such one hundred twenty day period. The failure of a

registered limited liability partnership to cause such copy or notice to

be published and such certificate of publication and affidavits of

publication to be filed with the department of state within such one

hundred twenty day period or the suspension of such registered limited

liability partnership's authority to carry on, conduct or transact

business in this state pursuant to this subparagraph shall not limit or

impair the validity of any contract or act of such registered limited

liability partnership, or any right or remedy of any other party under

or by virtue of any contract, act or omission of such registered limited

liability partnership, or the right of any other party to maintain any

action or special proceeding on any such contract, act or omission, or

right of such registered limited liability partnership to defend any

action or special proceeding in this state, or result in any partner or

agent of such registered limited liability partnership becoming liable

for the contractual obligations or other liabilities of the registered

limited liability partnership. If, at any time following the suspension

of a registered limited liability partnership's authority to carry on,

conduct or transact business in this state pursuant to this

subparagraph, such registered limited liability partnership shall cause

proof of publication in substantial compliance with the provisions

(other than the one hundred twenty day period) of this subparagraph,

consisting of the certificate of publication of the registered limited

liability partnership with the affidavits of publication of the

newspapers annexed thereto, to be filed with the department of state,

such suspension of such registered limited liability partnership's

authority to carry on, conduct or transact business shall be annulled.

(B)(1) A registered limited liability partnership which was formed

prior to the effective date of this subparagraph and which complied with

the publication and filing requirements of this paragraph as in effect

prior to such effective date shall not be required to make any

publication or republication or any filing under subparagraph (A) of

this paragraph, and shall not be subject to suspension pursuant to this

paragraph.

(2) Within twelve months after the effective date of this

subparagraph, a registered limited liability partnership which was

formed prior to such effective date and which did not comply with the

publication and filing requirements of this paragraph as in effect prior

to such effective date shall publish a copy of its registration or a

notice containing the substance thereof in the manner required (other

than the one hundred twenty day period) by this paragraph as in effect

prior to such effective date and file proof of such publication,

consisting of the certificate of publication of the registered limited

liability partnership with the affidavits of publication of the

newspapers annexed thereto, with the department of state.

(3) If a registered limited liability partnership that is subject to

the provisions of clause two of this subparagraph fails to file the

required proof of publication with the department of state within twelve

months after the effective date of this subparagraph, its authority to

carry on, conduct or transact any business in this state shall be

suspended, effective as of the expiration of such twelve month period.

(4) The failure of a registered limited liability partnership that is

subject to the provisions of clause two of this subparagraph to fully

comply with the provisions of said clause two or the suspension of such

registered limited liability partnership's authority to carry on,

conduct or transact any business in this state pursuant to clause three

of this subparagraph shall not impair or limit the validity of any

contract or act of such registered limited liability partnership, or any

right or remedy of any other party under or by virtue of any contract,

act or omission of such registered limited liability partnership, or the

right of any other party to maintain any action or special proceeding on

any such contract, act or omission, or right of such registered limited

liability partnership to defend any action or special proceeding in this

state, or result in any partner or agent of such registered limited

liability partnership becoming liable for the contractual obligations or

other liabilities of the registered limited liability partnership.

(5) If, at any time following the suspension of a registered limited

liability partnership's authority to carry on, conduct or transact

business in this state, pursuant to clause three of this subparagraph,

such registered limited liability partnership shall cause proof of

publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of subparagraph (A) of this

paragraph, consisting of the certificate of publication of the

registered limited liability partnership with the affidavits of

publication of the newspapers annexed thereto, to be filed with the

department of state, such suspension of such registered limited

liability partnership's authority to carry on, conduct or transact

business shall be annulled.

(6) For the purposes of this subparagraph, a registered limited

liability partnership which was formed prior to the effective date of

this subparagraph shall be deemed to have complied with the publication

and filing requirements of this paragraph as in effect prior to such

effective date if (A) the registered limited liability partnership was

formed on or after January first, nineteen hundred ninety-nine and prior

to such effective date and the registered limited liability partnership

filed at least one affidavit of the printer or publisher of a newspaper

with the department of state at any time prior to such effective date,

or (B) the registered limited liability partnership was formed prior to

January first, nineteen hundred ninety-nine, without regard to whether

the registered limited liability partnership did or did not file any

affidavit of the printer or publisher of a newspaper with the secretary

of state.

(C) The information in a notice published pursuant to this paragraph

shall be presumed to be in compliance with and satisfaction of the

requirements of this paragraph.

(b) The registration shall be executed by one or more partners of the

partnership without limited partners.

(c) The registration shall be accompanied by a fee of two hundred

dollars.

(d) A partnership without limited partners is registered as a

registered limited liability partnership at the time of the payment of

the fee required by subdivision (c) of this section and the filing of a

completed registration with the department of state or at the later

date, if any, specified in such registration, not to exceed sixty days

from the date of such filing. A partnership without limited partners

that has been registered as a registered limited liability partnership

is for all purposes the same entity that existed before the registration

and continues to be a partnership without limited partners under the

laws of this state. The status of a partnership without limited partners

as a registered limited liability partnership shall not be affected by

changes in the information stated in the registration after the filing

of the registration. If a partnership without limited partners that is a

registered limited liability partnership dissolves, a partnership

without limited partners which is the successor to such registered

limited liability partnership (i) shall not be required to file a new

registration and shall be deemed to have filed the registration filed by

the registered limited liability partnership pursuant to subdivision (a)

of this section, as well as any withdrawal notice filed pursuant to

subdivision (f) of this section, any statement or certificate of consent

filed pursuant to subdivision (g) of this section or any certificate of

amendment filed pursuant to subdivision (j) of this section and (ii)

shall be bound by any revocation of registration pursuant to subdivision

(g) of this section and any annulment thereof of the dissolved

partnership without limited partners that was a registered limited

liability partnership. For purposes of this section, a partnership

without limited partners is a successor to a partnership without limited

partners that was a registered limited liability partnership if a

majority of the total interests in the current profits of such successor

partnership without limited partners are held by partners of the

predecessor partnership without limited partners that was a registered

limited liability partnership who were partners of such predecessor

partnership immediately prior to the dissolution of such predecessor

partnership.

(e) If the signed registration delivered to the department of state

for filing complies as to form with the requirements of law and the

filing fee required by any statute of this state has been paid, the

registration shall be filed and indexed by the department of state.

(f) A registration may be withdrawn by filing with the department of

state a written withdrawal notice executed by one or more partners of

the registered limited liability partnership, with a filing fee of sixty

dollars. A withdrawal notice must include: (i) the name of the

registered limited liability partnership (and if it has been changed

since registration, the name under which it was registered); (ii) the

date the registration was filed with the department of state pursuant to

subdivision (a) of this section; (iii) the address of the registered

limited liability partnership's principal office; (iv) if the withdrawal

of the registered limited liability partnership is to be effective on a

date later than the time of filing, the date, not to exceed sixty days

from the date of such filing, of such proposed effectiveness; (v) a

statement acknowledging that the withdrawal terminates the partnership's

status as a registered limited liability partnership; and (vi) any other

information determined by the registered limited liability partnership.

A withdrawal notice terminates the status of the partnership as a

registered limited liability partnership as of the date of filing the

notice or as of the later date, if any, specified in the notice, not to

exceed sixty days from the date of such filing. The termination of

registration shall not be affected by errors in the information stated

in the withdrawal notice. If a registered limited liability partnership

is dissolved, it shall within thirty days after the winding up of its

affairs is completed file a withdrawal notice pursuant to this

subdivision.

(g) Each registered limited liability partnership shall, within sixty

days prior to the fifth anniversary of the effective date of its

registration and every five years thereafter, furnish a statement to the

department of state setting forth: (i) the name of the registered

limited liability partnership, (ii) the address of the principal office

of the registered limited liability partnership, (iii) the post office

address within or without this state to which the secretary of state

shall mail a copy of any process accepted against it served upon him or

her, which address shall supersede any previous address on file with the

department of state for this purpose, and (iv) a statement that it is

eligible to register as a registered limited liability partnership

pursuant to subdivision (a) of this section. The statement shall be

executed by one or more partners of the registered limited liability

partnership. The statement shall be accompanied by a fee of twenty

dollars if submitted directly to the department of state. The

commissioner of taxation and finance and the secretary of state may

agree to allow registered limited liability partnerships to provide the

statement specified in this subdivision on tax reports filed with the

department of taxation and finance in lieu of statements filed directly

with the secretary of state and in a manner prescribed by the

commissioner of taxation and finance. If this agreement is made,

starting with taxable years beginning on or after January first, two

thousand sixteen, each registered limited liability partnership required

to file the statement specified in this subdivision that is subject to

the filing fee imposed by paragraph three of subsection (c) of section

six hundred fifty-eight of the tax law shall provide such statement

annually on its filing fee payment form filed with the department of

taxation and finance in lieu of filing a statement under this

subdivision with the department of state. However, each registered

limited liability partnership required to file a statement under this

section must continue to file a statement with the department of state

as required by this section until the registered limited liability

partnership in fact has filed a filing fee payment form with the

department of taxation and finance that includes all required

information. After that time, the registered limited liability

partnership shall continue to provide annually the statement specified

in this subdivision on its filing fee payment form in lieu of the

statement required by this subdivision. The commissioner of taxation and

finance shall deliver the completed statement specified in this

subdivision to the department of state for filing. The department of

taxation and finance must, to the extent feasible, also include in such

delivery the current name of the registered limited liability

partnership, department of state identification number for such

registered limited liability partnership, the name, signature and

capacity of the signer of the statement, name and street address of the

filer of the statement, and the email address, if any, of the filer of

the statement. If a registered limited liability partnership shall not

timely file the statement required by this subdivision, the department

of state may, upon sixty days' notice mailed to the address of such

registered limited liability partnership as shown in the last

registration or statement or certificate of amendment filed by such

registered limited liability partnership, make a proclamation declaring

the registration of such registered limited liability partnership to be

revoked pursuant to this subdivision. The department of state shall file

the original proclamation in its office and shall publish a copy thereof

in the state register no later than three months following the date of

such proclamation. This shall not apply to registered limited liability

partnerships that have filed a statement with the department of state

through the department of taxation and finance. Upon the publication of

such proclamation in the manner aforesaid, the registration of each

registered limited liability partnership named in such proclamation

shall be deemed revoked without further legal proceedings. Any

registered limited liability partnership whose registration was so

revoked may file in the department of state a statement required by this

subdivision. The filing of such statement shall have the effect of

annulling all of the proceedings theretofore taken for the revocation of

the registration of such registered limited liability partnership under

this subdivision and (1) the registered limited liability partnership

shall thereupon have such powers, rights, duties and obligations as it

had on the date of the publication of the proclamation, with the same

force and effect as if such proclamation had not been made or published

and (2) such publication shall not affect the applicability of the

provisions of subdivision (b) of section twenty-six of this chapter to

any debt, obligation or liability incurred, created or assumed from the

date of publication of the proclamation through the date of the filing

of the statement with the department of state. If, after the publication

of such proclamation, it shall be determined by the department of state

that the name of any registered limited liability partnership was

erroneously included in such proclamation, the department of state shall

make appropriate entry on its records, which entry shall have the effect

of annulling all of the proceedings theretofore taken for the revocation

of the registration of such registered limited liability partnership

under this subdivision and (A) such registered limited liability

partnership shall have such powers, rights, duties and obligations as it

had on the date of the publication of the proclamation, with the same

force and effect as if such proclamation had not been made or published

and (B) such publication shall not affect the applicability of the

provisions of subdivision (b) of section twenty-six of this chapter to

any debt, obligation or liability incurred, created or assumed from the

date of publication of the proclamation through the date of the making

of the entry on the records of the department of state. Whenever a

registered limited liability partnership whose registration was revoked

shall have filed a statement pursuant to this subdivision or if the name

of a registered limited liability partnership was erroneously included

in a proclamation and such proclamation was annulled, the department of

state shall publish a notice thereof in the state register.

(h) The filing of a withdrawal notice by a registered limited

liability partnership pursuant to subdivision (f) of this section, a

revocation of registration pursuant to subdivision (g) of this section

and the filing of a certificate of amendment pursuant to subdivision (j)

of this section shall not affect the applicability of the provisions of

subdivision (b) of section twenty-six of this chapter to any debt,

obligation or liability incurred, created or assumed while the

partnership was a registered limited liability partnership. After a

withdrawal or revocation of registration, the partnership without

limited partners shall for all purposes remain the same entity that

existed during registration and continues to be a partnership without

limited partners under the laws of this state.

(i) The department of state shall remove from its active records the

registration of a registered limited liability partnership whose

registration has been withdrawn or revoked.

(j) A registration or statement filed with the department of state

under this section may be amended or corrected by filing with the

department of state a certificate of amendment executed by one or more

partners of the registered limited liability partnership. No later than

ninety days after (i) a change in the name of the registered limited

liability partnership or (ii) a partner of the registered limited

liability partnership becomes aware that any statement in a registration

or statement was false in any material respect when made or that an

event has occurred which makes the registration or statement inaccurate

in any material respect, the registered limited liability partnership

shall file a certificate of amendment. The filing of a certificate of

amendment shall be accompanied by a fee of sixty dollars. The

certificate of amendment shall set forth: (i) the name of the limited

liability partnership and, if it has been changed, the name under which

it was registered and (ii) the date of filing its initial registration

or statement.

(j-1) A certificate of change which changes only the post office

address to which the secretary of state shall mail a copy of any process

against a registered limited liability partnership served upon him or

her, and/or the email address to which the secretary of state shall

email a notice of the fact that process against it has been

electronically served upon the secretary of state, and/or the address of

the registered agent, provided such address being changed is the address

of a person, partnership or corporation whose address, as agent, is the

address to be changed, and/or the email address being changed is the

email address of a person, partnership or other corporation whose email

address, as agent, is the email address to be changed, and/or who has

been designated as registered agent for such registered limited

liability partnership shall be signed and delivered to the department of

state by such agent. The certificate of change shall set forth: (i) the

name of the registered limited liability partnership and, if it has been

changed, the name under which it was originally filed with the

department of state; (ii) the date of filing of its initial registration

or notice statement; (iii) each change effected thereby; (iv) that a

notice of the proposed change was mailed to the limited liability

partnership by the party signing the certificate not less than thirty

days prior to the date of delivery to the department of state and that

such limited liability partnership has not objected thereto; and (v)

that the party signing the certificate is the agent of such limited

liability partnership to whose address the secretary of state is

required to mail copies of process, and/or to whose email address the

secretary of state is required to mail a notice of the fact that process

against it has been electronically served upon the secretary of state,

and/or the registered agent, if such be the case. A certificate signed

and delivered under this subdivision shall not be deemed to effect a

change of location of the office of the limited liability partnership in

whose behalf such certificate is filed. The certificate of change shall

be accompanied by a fee of five dollars.

(k) The filing of a certificate of amendment pursuant to subdivision

(j) of this section with the department of state shall not alter the

effective date of the registration being amended or corrected.

(l) Except as otherwise provided in any agreement between the

partners, the decision of a partnership without limited partners to

file, withdraw or amend a registration pursuant to subdivision (a), (f)

or (j), respectively, of this section is an ordinary matter connected

with partnership business under subdivision eight of section forty of

this chapter.

(m) A registered limited liability partnership, other than a

registered limited liability partnership authorized to practice law,

shall be under the supervision of the regents of the university of the

state of New York and be subject to disciplinary proceedings and

penalties in the same manner and to the same extent as is provided with

respect to individuals and their licenses, certificates and

registrations in title eight of the education law relating to the

applicable profession. Notwithstanding the provisions of this

subdivision, a registered limited liability partnership authorized to

practice medicine shall be subject to the pre-hearing procedures and

hearing procedures as are provided with respect to individual physicians

and their licenses in title two-A of article two of the public health

law. In addition to rendering the professional service or services the

partners are authorized to practice in this state, a registered limited

liability partnership may carry on, or conduct or transact any other

business or activities as to which a partnership without limited

partners may be formed. Notwithstanding any other provision of this

section, a registered limited liability partnership (i) authorized to

practice law may only engage in another profession or business or

activities or (ii) which is engaged in a profession or other business or

activities other than law may only engage in the practice of law, to the

extent not prohibited by any other law of this state or any rule adopted

by the appropriate appellate division of the supreme court or the court

of appeals. Any registered limited liability partnership may invest its

funds in real estate, mortgages, stocks, bonds or any other types of

investments.

(n) No registered limited liability partnership may render a

professional service except through individuals authorized by law to

render such professional service as individuals, provided, that nothing

in this chapter shall authorize a registered limited liability

partnership to render a professional service in this state except

through individuals authorized by law to render such professional

service as individuals in this state.

(o) This section shall not repeal, modify or restrict any provision of

the education law or the judiciary law or any rules or regulations

adopted thereunder regulating the professions referred to in the

education law or the judiciary law except to the extent in conflict

herewith.

(p) A certified copy of the registration and of each certificate of

amendment shall be filed by the registered limited liability partnership

with the licensing authority within thirty days after the filing of such

registration or amendment with the department of state.

(q) Each partner of a registered limited liability partnership formed

to provide medical services in this state must be licensed pursuant to

article 131 of the education law to practice medicine in this state and

each partner of a registered limited liability partnership formed to

provide dental services in this state must be licensed pursuant to

article 133 of the education law to practice dentistry in this state.

Each partner of a registered limited liability partnership formed to

provide veterinary services in this state must be licensed pursuant to

article 135 of the education law to practice veterinary medicine in this

state. Each partner of a registered limited liability partnership formed

to provide public accountancy services as a firm, whose principal place

of business is in this state and who provides public accountancy

services, must be licensed pursuant to article 149 of the education law

to practice public accountancy in this state. Each partner of a

registered limited liability partnership formed to provide professional

engineering, land surveying, geological services, architectural and/or

landscape architectural services in this state must be licensed pursuant

to article 145, article 147 and/or article 148 of the education law to

practice one or more of such professions in this state. Each partner of

a registered limited liability partnership formed to provide licensed

clinical social work services in this state must be licensed pursuant to

article 154 of the education law to practice clinical social work in

this state. Each partner of a registered limited liability partnership

formed to provide creative arts therapy services in this state must be

licensed pursuant to article 163 of the education law to practice

creative arts therapy in this state. Each partner of a registered

limited liability partnership formed to provide marriage and family

therapy services in this state must be licensed pursuant to article 163

of the education law to practice marriage and family therapy in this

state. Each partner of a registered limited liability partnership formed

to provide mental health counseling services in this state must be

licensed pursuant to article 163 of the education law to practice mental

health counseling in this state. Each partner of a registered limited

liability partnership formed to provide psychoanalysis services in this

state must be licensed pursuant to article 163 of the education law to

practice psychoanalysis in this state. Each partner of a registered

limited liability partnership formed to provide applied behavior

analysis service in this state must be licensed or certified pursuant to

article 167 of the education law to practice applied behavior analysis

in this state. A registered limited liability partnership formed to

lawfully engage in the practice of public accountancy as a firm, as such

practice is defined under article 149 of the education law, shall be

required to show (1) that a simple majority of the ownership of the

firm, in terms of financial interests and voting rights held by the

firm's owners, belongs to individuals licensed to practice public

accountancy in some state, and (2) that all partners of a limited

liability partnership whose principal place of business is in this

state, and who are engaged in the practice of public accountancy in this

state, hold a valid license issued under section seventy-four hundred

four of the education law. For purposes of this subdivision, "financial

interest" means capital stock, capital accounts, capital contributions,

capital interest, or interest in undistributed earnings of a business

entity. Although firms registered with the education department may

include non-licensee owners, the firm and its owners must comply with

rules promulgated by the state board of regents. Notwithstanding the

foregoing, a firm registered with the education department may not have

non-licensee owners if the firm's name includes the words "certified

public accountant," or "certified public accounts," or the abbreviations

"CPA" or "CPAs". Each non-licensee owner of a firm that is formed under

this section shall be (1) a natural person who actively participates in

the business of the firm or its affiliated entities, or (2) an entity,

including, but not limited to, a partnership or professional

corporation, provided each beneficial owner of an equity interest in

such entity is a natural person who actively participates in the

business conducted by the firm or its affiliated entities. For purposes

of this subdivision, "actively participate" means to provide services to

clients or to otherwise individually take part in the day-to-day

business or management of the firm or an affiliated entity.

Name of registered limited liability partnership. The

name of each registered limited liability partnership shall contain

without abbreviation the words "Registered Limited Liability

Partnership" or "Limited Liability Partnership" or the abbreviations

"R.L.L.P.", "RLLP", "L.L.P." or "LLP"; provided, however, the

partnership may use any such words or abbreviation, without limitation,

in addition to its registered name.

New York registered foreign limited liability partnership.

(a) In order for a foreign limited liability partnership to carry on or

conduct or transact business or activities as a New York registered

foreign limited liability partnership in this state, such foreign

limited liability partnership shall file with the department of state a

notice which shall set forth: (i) the name under which the foreign

limited liability partnership intends to carry on or conduct or transact

business or activities in this state; (ii) the date on which and the

jurisdiction in which it registered as a limited liability partnership;

(iii) the address of the principal office of the foreign limited

liability partnership; (iv) the profession or professions to be

practiced by such foreign limited liability partnership and a statement

that it is a foreign limited liability partnership eligible to file a

notice under this chapter; (v) a designation of the secretary of state

as agent of the foreign limited liability partnership upon whom process

against it may be served and the post office address within or without

this state to which the secretary of state shall mail a copy of any

process against it or served upon it. The foreign limited liability

partnership may include an email address to which the secretary of state

shall email a notice of the fact that process against it has been

electronically served upon him or her; (vi) if the foreign limited

liability partnership is to have a registered agent, its name and

address in this state and a statement that the registered agent is to be

the agent of the foreign limited liability partnership upon whom process

against it may be served; (vii) a statement that its registration as a

limited liability partnership is effective in the jurisdiction in which

it registered as a limited liability partnership at the time of the

filing of such notice; (viii) a statement that the foreign limited

liability partnership is filing a notice in order to obtain status as a

New York registered foreign limited liability partnership; (ix) if the

registration of the foreign limited liability partnership is to be

effective on a date later than the time of filing, the date, not to

exceed sixty days from the date of filing, of such proposed

effectiveness; and (x) any other matters the foreign limited liability

partnership determines to include in the notice. Such notice shall be

accompanied by either (1) a copy of the last registration or renewal

registration (or similar filing), if any, filed by the foreign limited

liability partnership with the jurisdiction where it registered as a

limited liability partnership or (2) a certificate, issued by the

jurisdiction where it registered as a limited liability partnership,

substantially to the effect that such foreign limited liability

partnership has filed a registration as a limited liability partnership

which is effective on the date of the certificate (if such registration,

renewal registration or certificate is in a foreign language, a

translation thereof under oath of the translator shall be attached

thereto). Such notice shall also be accompanied by a fee of two hundred

fifty dollars.

(b) Without excluding other activities which may not constitute the

carrying on or conducting or transacting of business or activities in

this state, for purposes of determining whether a foreign limited

liability partnership is required to file a notice pursuant to

subdivision (a) of this section, a foreign limited liability partnership

shall not be considered to be carrying on or conducting or transacting

business or activities in this state by reason of carrying on in this

state any one or more of the following activities:

(i) maintaining or defending any action or proceeding, whether

judicial, administrative, arbitrative or otherwise, or effecting

settlement thereof or the settlement of claims or disputes;

(ii) holding meetings of its partners; or

(iii) maintaining bank accounts.

The specification in this subdivision does not establish a standard

for activities which may subject a foreign limited liability partnership

to service of process under this article or any other statute of this

state. The filing of a notice pursuant to subdivision (a) of this

section by a foreign limited liability partnership shall not by itself

be deemed to be evidence that such foreign limited liability partnership

is carrying on or conducting or transacting business or activities in

this state.

(c) A notice shall be executed by one or more partners of the foreign

limited liability partnership.

(d) If a signed notice delivered to the department of state for filing

complies as to form with the requirements of law and the filing fee

required by any statute of this state has been paid, the notice shall be

filed and indexed by the department of state. If a foreign limited

liability partnership that is a New York registered foreign limited

liability partnership dissolves, a foreign limited liability partnership

which is the successor to such New York registered foreign limited

liability partnership (i) shall not be required to file a new notice and

shall be deemed to have filed the notice filed by the New York

registered foreign limited liability partnership pursuant to subdivision

(a) of this section, as well as any withdrawal notice filed pursuant to

subdivision (e) of this section, any statement or certificate of consent

filed pursuant to subdivision (f) of this section and any notice of

amendment filed pursuant to subdivision (i) of this section and (ii)

shall be bound by any revocation of status pursuant to subdivision (f)

of this section and any annulment thereof of the dissolved foreign

limited liability partnership that was a New York registered foreign

limited liability partnership. For purposes of this section, a foreign

limited liability partnership is a successor to a foreign limited

liability partnership that was a New York registered foreign limited

liability partnership if a majority of the total interests in the

current profits of such successor foreign limited liability partnership

are held by partners of the predecessor foreign limited liability

partnership that was a New York registered foreign limited liability

partnership who were partners of such predecessor partnership

immediately prior to the dissolution of such predecessor partnership.

(e) A notice may be withdrawn by filing with the department of state a

written withdrawal notice executed by one or more partners of the New

York registered foreign limited liability partnership, with a filing fee

of sixty dollars. A withdrawal notice must include: (i) the name or

names under which the New York registered foreign limited liability

partnership carried on or conducted or transacted business or activities

in this state (and if it has been changed since the filing of the

notice, the name under which it filed such notice); (ii) the date a

notice was filed with the department of state pursuant to subdivision

(a) of this section; (iii) the address of the New York registered

foreign limited liability partnership's principal office and the

jurisdiction in which it is registered as a limited liability

partnership; (iv) if the withdrawal of the New York registered foreign

limited liability partnership is to be effective on a date later than

the time of such filing, the date, not to exceed sixty days from the

date of such filing, of such proposed effectiveness; (v) a statement

acknowledging that the withdrawal terminates the foreign limited

liability partnership's status as a New York registered foreign limited

liability partnership; and (vi) any other information determined by the

New York registered foreign limited liability partnership. A withdrawal

notice terminates the status of the foreign limited liability

partnership as a New York registered foreign limited liability

partnership as of the date of filing of the notice or as of the later

date, if any, specified in the notice, not to exceed sixty days from the

date of such filing. The termination of status shall not be affected by

errors in the information stated in the withdrawal notice. If a New York

registered foreign limited liability partnership ceases to be

denominated as a registered limited liability partnership or limited

liability partnership under the laws of the jurisdiction governing the

agreement under which such New York registered foreign limited liability

partnership operates, it shall within thirty days after the occurrence

of such event file a withdrawal notice pursuant to this subdivision.

(f) (I) Each New York registered foreign limited liability partnership

shall, within sixty days prior to the fifth anniversary of the effective

date of its notice and every five years thereafter, furnish a statement

to the department of state setting forth:

(i) the name under which the New York registered foreign limited

liability partnership is carrying on or conducting or transacting

business or activities in this state, (ii) the address of the principal

office of the New York registered foreign limited liability partnership,

(iii) the post office address within or without this state to which the

secretary of state shall mail a copy of any process accepted against it

served upon him or her, which address shall supersede any previous

address on file with the department of state for this purpose, and (iv)

a statement that it is a foreign limited liability partnership. The

statement shall be executed by one or more partners of the New York

registered foreign limited liability partnership. The statement shall be

accompanied by a fee of fifty dollars if submitted directly to the

department of state. The commissioner of taxation and finance and the

secretary of state may agree to allow New York registered foreign

limited liability partnerships to provide the statement specified in

this paragraph on tax reports filed with the department of taxation and

finance in lieu of statements filed directly with the secretary of state

and in a manner prescribed by the commissioner of taxation and finance.

If this agreement is made, starting with taxable years beginning on or

after January first, two thousand sixteen, each New York registered

foreign limited liability partnership required to file the statement

specified in this paragraph that is subject to the filing fee imposed by

paragraph three of subsection (c) of section six hundred fifty-eight of

the tax law shall provide such statement annually on its filing fee

payment form filed with the department of taxation and finance in lieu

of filing a statement under this paragraph directly with the department

of state. However, each New York registered foreign limited liability

partnership required to file a statement under this section must

continue to file a statement with the department of state as required by

this section until the New York registered foreign limited liability

partnership in fact has filed a filing fee payment form with the

department of taxation and finance that includes all required

information. After that time, the New York registered foreign limited

liability partnership shall continue to provide annually the statement

specified in this paragraph on its filing fee payment form in lieu of

filing the statement required by this paragraph directly with the

department of state. The commissioner of taxation and finance shall

deliver the completed statement specified in this paragraph to the

department of state for filing. The department of taxation and finance

must, to the extent feasible, also include in such delivery the current

name of the New York registered foreign limited liability partnership,

department of state identification number for such New York registered

foreign limited liability partnership, the name, signature and capacity

of the signer of the statement, name and street address of the filer of

the statement, and the email address, if any, of the filer of the

statement. If a New York registered foreign limited liability

partnership shall not timely file the statement required by this

subdivision, the department of state may, upon sixty days' notice mailed

to the address of such New York registered foreign limited liability

partnership as shown in the last notice or statement or certificate of

amendment filed by such New York registered foreign limited liability

partnership, make a proclamation declaring the status of such New York

registered foreign limited liability partnership to be revoked pursuant

to this subdivision. This shall not apply to New York registered foreign

limited liability partnerships that have filed a statement with the

department of state through the department of taxation and finance. The

department of state shall file the original proclamation in its office

and shall publish a copy thereof in the state register no later than

three months following the date of such proclamation. Upon the

publication of such proclamation in the manner aforesaid, the status of

each New York registered foreign limited liability partnership named in

such proclamation shall be deemed revoked without further legal

proceedings. Any New York registered foreign limited liability

partnership whose status was so revoked may file in the department of

state a statement required by this subdivision. The filing of such

statement shall have the effect of annulling all of the proceedings

theretofore taken for the revocation of the status of such New York

registered foreign limited liability partnership under this subdivision

and (1) the New York registered foreign limited liability partnership

shall thereupon have such powers, rights, duties and obligations as it

had on the date of the publication of the proclamation, with the same

force and effect as if such proclamation had not been made or published

and (2) such publication shall not affect the applicability of the laws

of the jurisdiction governing the agreement under which such New York

registered foreign limited liability partnership is operating (including

laws governing the liability of partners) to any debt, obligation or

liability incurred, created or assumed from the date of publication of

the proclamation through the date of the filing of the statement with

the department of state. If, after the publication of such proclamation,

it shall be determined by the department of state that the name of any

New York registered foreign limited liability partnership was

erroneously included in such proclamation, the department of state shall

make appropriate entry on its records, which entry shall have the effect

of annulling all of the proceedings theretofore taken for the revocation

of the status of such New York registered foreign limited liability

partnership under this subdivision and (1) such New York registered

foreign limited liability partnership shall have such powers, rights,

duties and obligations as it had on the date of the publication of the

proclamation, with the same force and effect as if such proclamation had

not been made or published and (2) such publication shall not affect the

applicability of the laws of the jurisdiction governing the agreement

under which such New York registered foreign limited liability

partnership is operating (including laws governing the liability of

partners) to any debt, obligation or liability incurred, created or

assumed from the date of publication of the proclamation through the

date of the making of the entry on the records of the department of

state. Whenever a New York registered foreign limited liability

partnership whose status was revoked shall have filed a statement

pursuant to this subdivision or if the name of a New York registered

foreign limited liability partnership was erroneously included in a

proclamation and such proclamation was annulled, the department of state

shall publish a notice thereof in the state register.

(II) (A) Within one hundred twenty days after the effective date of

the notice filed under subdivision (a) of this section, 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 within this state in which the principal office of the foreign

limited liability partnership is located, one newspaper to be printed

weekly and one newspaper to be printed daily, to be designated by the

county clerk. When such county is located within a city with a

population of one million or more, such designation shall be as though

the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this subparagraph,

consisting of the certificate of publication of the foreign limited

liability partnership with the affidavits of publication of such

newspapers annexed thereto, must be filed with the department of state,

with a filing fee of fifty dollars. Notwithstanding any other provision

of law, if the office of the foreign limited liability partnership is

located in a county wherein a weekly or daily newspaper of the county,

or both, has not been so designated by the county clerk, then the

publication herein required shall be made in a weekly or daily newspaper

of any county, or both, as the case may be, which is contiguous to, such

county, provided that any such newspaper meets all the other

requirements of this subparagraph. A copy or notice published in a

newspaper other than the newspaper or newspapers designated by the

county clerk shall not be deemed to be one of the publications required

by this subparagraph. The notice shall include: (l) the name of the

foreign limited liability partnership; (2) the date of filing of such

notice with the department of state; (3) the jurisdiction and date of

its organization; (4) the county within this state, in which the

principal office of the foreign limited liability partnership is

located; (4-a) the street address of the principal business location, if

any; (5) a statement that the secretary of state has been designated as

agent of the foreign limited liability partnership upon whom process

against it may be served and the post office address within or without

this state to which the secretary of state shall mail a copy of any

process against it served upon him or her; (6) if the foreign limited

liability partnership is to have a registered agent, his or her name and

address within this state and a statement that the registered agent is

to be the agent of the foreign limited liability partnership upon whom

process against it may be served; (7) the address of the office required

to be maintained in the jurisdiction of its organization by the laws of

that jurisdiction or, if not so required, of the principal office of the

foreign limited liability partnership; (8) the name and address of the

authorized officer in its jurisdiction in which it registered as a

limited liability partnership where a copy of its registration is filed

or, if no public filing of its registration is required by the law of

its jurisdiction of organization, a statement that the foreign limited

liability partnership shall provide, on request, a copy thereof with all

amendments thereto (if such documents are in a foreign language, a

translation thereof under oath of the translator shall be attached

thereto), and the name and post office address of the person responsible

for providing such copies; or (9) the character or purpose of the

business of such foreign limited liability partnership. Where, at any

time after completion of the first of the six weekly publications

required by this subparagraph and prior to the completion of the sixth

such weekly publication, there is a change in any of the information

contained in the copy or notice as published, the foreign limited

liability partnership may complete the remaining publications of the

original copy or notice, and the foreign limited liability partnership

shall not be required to publish any further or amended copy or notice.

Where, at any time after completion of the six weekly publications

required by this subparagraph, there is a change to any of the

information contained in the copy or notice as published, no further or

amended publication or republication shall be required to be made. If

within one hundred twenty days after the effective date of the notice

required to be filed under subdivision (a) of this section, proof of

such publication, consisting of the certificate of publication of the

foreign limited liability partnership with the affidavits of publication

of the newspapers annexed thereto has not been filed with the department

of state, the authority of such foreign limited liability partnership to

carry on, conduct or transact any business in this state shall be

suspended, effective as of the expiration of such one hundred twenty day

period. The failure of a foreign limited liability partnership to cause

such copy or notice to be published and such certificate of publication

and affidavits of publication to be filed with the department of state

within such one hundred twenty day period or the suspension of such

foreign limited liability partnership's authority to carry on, conduct

or transact business in this state pursuant to this subparagraph shall

not limit or impair the validity of any contract or act of such foreign

limited liability partnership, or any right or remedy of any other party

under or by virtue of any contract, act or omission of such foreign

limited liability partnership, or the right of any other party to

maintain any action or special proceeding on any such contract, act or

omission, or right of such foreign limited liability partnership to

defend any action or special proceeding in this state, or result in any

partner or agent of such foreign limited liability partnership becoming

liable for the contractual obligations or other liabilities of the

foreign limited liability partnership. If, at any time following the

suspension of a foreign limited liability partnership's authority to

carry on, conduct or transact business in this state pursuant to this

subparagraph, such foreign limited liability partnership shall cause

proof of publication in substantial compliance with the provisions

(other than the one hundred twenty day period) of this subparagraph,

consisting of the certificate of publication of the foreign limited

liability partnership with the affidavits of publication of the

newspapers annexed thereto, to be filed with the department of state,

such suspension of such foreign limited liability partnership's

authority to carry on, conduct or transact business shall be annulled.

(B)(1) A foreign limited liability partnership which was formed and

filed the notice required to be filed under subdivision (a) of this

section prior to the effective date of this subparagraph, and which

filed a notice and complied with the publication and filing requirements

of this paragraph as in effect prior to such effective date shall not be

required to make any publication or republication or any filing under

subparagraph (A) of this paragraph, and shall not be subject to

suspension pursuant to this paragraph.

(2) Within twelve months after the effective date of this

subparagraph, a foreign limited liability partnership which was formed

and filed the notice required to be filed under subdivision (a) of this

section prior to such effective date and which did not comply with the

publication and filing requirements of this paragraph as in effect prior

to such effective date shall publish a copy of its notice or a notice

containing the substance thereof in the manner required (other than the

one hundred twenty day period) by this paragraph as in effect prior to

such effective date and file proof of such publication, consisting of

the certificate of publication of the foreign limited liability

partnership with the affidavits of publication of the newspapers annexed

thereto, with the department of state.

(3) If a foreign limited liability partnership that is subject to the

provisions of clause two of this subparagraph fails to file the required

proof of publication with the department of state within twelve months

after the effective date of this subparagraph, its authority to carry

on, conduct or transact any business in this state shall be suspended,

effective as of the expiration of such twelve month period.

(4) The failure of a foreign limited liability partnership that is

subject to the provisions of clause two of this subparagraph to fully

comply with the provisions of said clause two or the suspension of such

foreign limited liability partnership's authority to carry on, conduct

or transact any business in this state pursuant to clause three of this

subparagraph shall not impair or limit the validity of any contract or

act of such foreign limited liability partnership, or any right or

remedy of any other party under or by virtue of any contract, act or

omission of such foreign limited liability partnership, or the right of

any other party to maintain any action or special proceeding on any such

contract, act or omission, or right of such foreign limited liability

partnership to defend any action or special proceeding in this state, or

result in any partner or agent of such foreign limited liability

partnership becoming liable for the contractual obligations or other

liabilities of the foreign limited liability partnership.

(5) If, at any time following the suspension of a foreign limited

liability partnership's authority to carry on, conduct or transact

business in this state, pursuant to clause three of this subparagraph,

such foreign limited liability partnership shall cause proof of

publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of subparagraph (A) of this

paragraph, consisting of the certificate of publication of the foreign

limited liability partnership with the affidavits of publication of the

newspapers annexed thereto, to be filed with the department of state,

such suspension of such foreign limited liability partnership's

authority to carry on, conduct or transact business shall be annulled.

(6) For the purposes of this subparagraph, a foreign limited liability

partnership which was formed and filed the notice required to be filed

under subdivision (a) of this section prior to the effective date of

this subparagraph shall be deemed to have complied with the publication

and filing requirements of this paragraph as in effect prior to such

effective date if (A) the foreign limited liability partnership was

formed and filed the notice required to be filed under subdivision (a)

of this section on or after January first, nineteen hundred ninety-nine

and prior to such effective date and the foreign limited liability

partnership filed at least one affidavit of the printer or publisher of

a newspaper with the department of state at any time prior to such

effective date, or (B) the foreign limited liability partnership was

formed and filed the notice required to be filed under subdivision (a)

of this section prior to January first, nineteen hundred ninety-nine,

without regard to whether the foreign limited liability partnership did

or did not file any affidavit of the printer or publisher of a newspaper

with the secretary of state.

(C) The information in a notice published pursuant to this paragraph

shall be presumed to be in compliance with and satisfaction of the

requirements of this paragraph.

(g) The filing of a withdrawal notice by a New York registered foreign

limited liability partnership pursuant to subdivision (e) of this

section, a revocation of status pursuant to subdivision (f) of this

section and the filing of a notice of amendment pursuant to subdivision

(i) of this section shall not affect the applicability of the laws of

the jurisdiction governing the agreement under which such foreign

limited liability partnership is operating (including laws governing the

liability of partners) to any debt, obligation or liability incurred,

created or assumed while the foreign limited liability partnership was a

New York registered foreign limited liability partnership. After a

withdrawal or revocation of registration, the foreign limited liability

partnership shall for all purposes continue to be a foreign partnership

without limited partners under the laws of this state.

(h) The department of state shall remove from its active records the

notice of any New York registered foreign limited liability partnership

whose notice has been withdrawn or revoked.

(i) A notice or statement filed with the department of state under

this section may be amended or corrected by filing with the department

of state a notice of amendment executed in accordance with subdivision

(c) of this section. No later than ninety days after (i) a change in the

name of the New York registered foreign limited liability partnership or

(ii) a partner of the New York registered foreign limited liability

partnership becomes aware that any statement in a notice or statement

was false in any material respect when made or that an event has

occurred which makes the notice or statement inaccurate in any material

respect, the New York registered foreign limited liability partnership

shall file a notice of amendment. The filing of a notice of amendment

shall be accompanied by a fee of sixty dollars. The certificate of

amendment shall set forth: (i) the name of the limited liability

partnership and, if it has been changed, the name under which it

originally filed a notice under this section and (ii) the date of filing

its initial registration or statement.

(i-1) A certificate of change which changes only the post office

address to which the secretary of state shall mail a copy of any process

against a New York registered foreign limited liability partnership

served upon him or her, and/or the email address to which the secretary

of state shall email a notice of the fact that process against it has

been electronically served upon the secretary of state, and/or the

address of the registered agent, provided such address being changed is

the address of a person, partnership or corporation whose address, as

agent, is the address to be changed, and/or the email address being

changed is the email address of a person, partnership or other

corporation whose email address, as agent, is the email address to be

changed, and/or who has been designated as registered agent of such

registered foreign limited liability partnership shall be signed and

delivered to the department of state by such agent. The certificate of

change shall set forth: (i) the name of the New York registered foreign

limited liability partnership; (ii) the date of filing of its initial

registration or notice statement; (iii) each change effected thereby;

(iv) that a notice of the proposed change was mailed to the limited

liability partnership by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such limited liability partnership has not objected thereto; and

(v) that the party signing the certificate is the agent of such limited

liability partnership to whose address the secretary of state is

required to mail copies of process, and/or to whose email address the

secretary of state is required to mail a notice of the fact that process

against it has been electronically served upon the secretary of state,

and/or the registered agent, if such be the case. A certificate signed

and delivered under this subdivision shall not be deemed to effect a

change of location of the office of the limited liability partnership in

whose behalf such certificate is filed. The certificate of change shall

be accompanied by a fee of five dollars.

(j) The filing of a notice of amendment pursuant to subdivision (i) of

this section with the department of state shall not alter the effective

date of the notice being amended or corrected.

(k) Each foreign limited liability partnership carrying on or

conducting or transacting business or activities in this state shall use

a name which contains without abbreviation the words "Registered Limited

Liability Partnership" or "Limited Liability Partnership" or the

abbreviations "R.L.L.P.", "RLLP", "P.L.L.", "PLL", "L.L.P." or "LLP";

provided, however, the partnership may use any such words or

abbreviation, without limitation, in addition to its registered name.

(l) Subject to the constitution of this state, the laws of the

jurisdiction that govern a foreign limited liability partnership shall

determine its internal affairs and the liability of partners for debts,

obligations and liabilities of, or chargeable to, the foreign limited

liability partnership; provided that (i) each partner, employee or agent

of a foreign limited liability partnership who performs professional

services in this state on behalf of such foreign limited liability

partnership shall be personally and fully liable and accountable for any

negligent or wrongful act or misconduct committed by him or her or by

any person under his or her direct supervision and control while

rendering such professional services in this state and shall bear

professional responsibility for compliance by such foreign limited

liability partnership with all laws, rules and regulations governing the

practice of a profession in this state and (ii) each shareholder,

director, officer, member, manager, partner, employee or agent of a

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership that is a partner, employee or agent of a

foreign limited liability partnership who performs professional services

in this state on behalf of such foreign limited liability partnership

shall be personally and fully liable and accountable for any negligent

or wrongful act or misconduct committed by him or her or by any person

under his or her direct supervision and control while rendering

professional services in this state in his or her capacity as a partner,

employee or agent of such foreign limited liability partnership and

shall bear professional responsibility for compliance by such foreign

limited liability partnership with all laws, rules and regulations

governing the practice of a profession in this state. The relationship

of a professional to a foreign limited liability partnership with which

such professional is associated, whether as a partner, employee or

agent, shall not modify or diminish the jurisdiction over such

professional of the licensing authority and, in the case of an attorney

and counsellor-at-law or a professional service corporation, foreign

professional service corporation, professional service limited liability

company, foreign professional service limited liability company,

registered limited liability partnership, foreign limited liability

partnership or professional partnership engaged in the practice of law,

the courts of this state. A limited partnership formed under the laws of

any jurisdiction, other than this state, which is denominated as a

registered limited liability partnership or limited liability

partnership under such laws shall be recognized in this state as a

foreign limited partnership but not as a foreign limited liability

partnership or a New York registered foreign limited liability

partnership. Except to the extent provided in article eight of the

limited liability company law, a partnership without limited partners

operating under an agreement governed by the laws of any jurisdiction,

other than this state, which is denominated as a registered limited

liability partnership or a limited liability partnership under such

laws, but is not a foreign limited liability partnership, shall be

recognized in this state as a foreign partnership without limited

partners, but not as a foreign limited liability partnership or a New

York registered foreign limited liability partnership.

(m) A foreign limited liability partnership carrying on or conducting

or transacting business or activities in this state without having filed

a notice pursuant to subdivision (a) of this section may not maintain

any action, suit or special proceeding in any court of this state unless

and until such foreign limited liability partnership shall have filed

such notice and paid all fees that it would have been required to pay

had it filed a notice pursuant to subdivision (a) of this section before

carrying on or conducting or transacting business or activities as a New

York registered foreign limited liability partnership in this state and

shall have filed proof of publication pursuant to subdivision (f) of

this section. The failure of a foreign limited liability partnership

that is carrying on or conducting or transacting business or activities

in this state to comply with the provisions of this section does not

impair the validity of any contract or act of the foreign limited

liability partnership or prevent the foreign limited liability

partnership from defending any action or special proceeding in any court

of this state.

(n) A foreign limited liability partnership, other than a foreign

limited liability partnership authorized to practice law, shall be under

the supervision of the regents of the university of the state of New

York and be subject to disciplinary proceedings and penalties in the

same manner and to the same extent as is provided with respect to

individuals and their licenses, certificates and registrations in title

eight of the education law relating to the applicable profession.

Notwithstanding the provisions of this subdivision, a foreign limited

liability partnership authorized to practice medicine shall be subject

to the pre-hearing procedures and hearing procedures as are provided

with respect to individual physicians and their licenses in title two-A

of article two of the public health law. No foreign limited liability

partnership shall engage in any profession or carry on, or conduct or

transact any other business or activities in this state other than the

rendering of the professional services or the carrying on, or conducting

or transacting of any other business or activities for which it is

formed and is authorized to do business in this state; provided that

such foreign limited liability partnership may invest its funds in real

estate, mortgages, stocks, bonds or any other type of investments;

provided, further, that a foreign limited liability partnership (i)

authorized to practice law may only engage in another profession or

other business or activities in this state or (ii) which is engaged in a

profession or other business or activities other than law may only

engage in the practice of law in this state, to the extent not

prohibited by any other law of this state or any rule adopted by the

appropriate appellate division of the supreme court or the court of

appeals.

(o) No foreign limited liability partnership may render a professional

service in this state except through individuals authorized by law to

render such professional service as individuals in this state.

(p) This section shall not repeal, modify or restrict any provision of

the education law or the judiciary law or any rules or regulations

adopted thereunder regulating the professions referred to in the

education law or the judiciary law except to the extent in conflict

herewith.

(q) Each partner of a foreign limited liability partnership which

provides medical services in this state must be licensed pursuant to

article 131 of the education law to practice medicine in the state and

each partner of a foreign limited liability partnership which provides

dental services in the state must be licensed pursuant to article 133 of

the education law to practice dentistry in this state. Each partner of a

foreign limited liability partnership which provides veterinary service

in the state shall be licensed pursuant to article 135 of the education

law to practice veterinary medicine in this state. Each partner of a

foreign limited liability partnership which provides professional

engineering, land surveying, geological services, architectural and/or

landscape architectural services in this state must be licensed pursuant

to article 145, article 147 and/or article 148 of the education law to

practice one or more of such professions. Each partner of a foreign

limited liability partnership formed to provide public accountancy

services as a firm, whose principal place of business is in this state

and who provides public accountancy services, must be licensed pursuant

to article 149 of the education law to practice public accountancy in

this state. Each partner of a foreign limited liability partnership

which provides licensed clinical social work services in this state must

be licensed pursuant to article 154 of the education law to practice

licensed clinical social work in this state. Each partner of a foreign

limited liability partnership which provides creative arts therapy

services in this state must be licensed pursuant to article 163 of the

education law to practice creative arts therapy in this state. Each

partner of a foreign limited liability partnership which provides

marriage and family therapy services in this state must be licensed

pursuant to article 163 of the education law to practice marriage and

family therapy in this state. Each partner of a foreign limited

liability partnership which provides mental health counseling services

in this state must be licensed pursuant to article 163 of the education

law to practice mental health counseling in this state. Each partner of

a foreign limited liability partnership which provides psychoanalysis

services in this state must be licensed pursuant to article 163 of the

education law to practice psychoanalysis in this state. Each partner of

a foreign limited liability partnership which provides applied behavior

analysis services in this state must be licensed or certified pursuant

to article 167 of the education law to practice applied behavior

analysis in this state. A foreign limited liability partnership formed

to lawfully engage in the practice of public accountancy as a firm, as

such practice is defined under article 149 of the education law, shall

be required to show (1) that a simple majority of the ownership of the

firm, in terms of financial interests and voting rights held by the

firm's owners, belongs to individuals licensed to practice public

accountancy in some state, and (2) that all partners of the foreign

limited liability partnership whose principal place of business is in

this state, and who are engaged in the practice of public accountancy in

this state, hold a valid license issued under section seventy-four

hundred four of the education law. For purposes of this subdivision,

"financial interest" means capital stock, capital accounts, capital

contributions, capital interest, or interest in undistributed earnings

of a business entity. Although firms registered with the education

department may include non-licensee owners, a registered firm and its

owners must comply with rules promulgated by the state board of regents.

Notwithstanding the foregoing, a firm registered with the education

department may not have non-licensee owners if the firm's name includes

the words "certified public accountant," or "certified public

accountants," or the abbreviations "CPA" or "CPAs". Each non-licensee

owner of a firm that is formed under this section shall be (1) a natural

person who actively participates in the business of the firm or its

affiliated entities, or (2) an entity, including, but not limited to, a

partnership or professional corporation, provided that each beneficial

owner of an equity interest in such entity is a natural person who

actively participates in the business conducted by the firm or its

affiliated entities. For purposes of this subdivision, "actively

participate" means to provide services to clients or to otherwise

individually take part in the day-to-day business or management of the

firm or an affiliated entity.

Transaction of business outside the state. (a) It is the

intent of the legislature that the registration of a partnership without

limited partners as a registered limited liability partnership under

this article shall be recognized beyond the limits of this state and

that such registered limited liability partnership may conduct its

business or activities, carry on its operations, and have and exercise

the powers granted by this article in any state, territory, district or

possession of the United States or in any foreign country and that,

subject to any reasonable registration requirements any such registered

limited liability partnership transacting business outside this state

and the laws of this state governing such registered limited liability

partnership shall be granted the protection of full faith and credit

under section 1 of article IV of the Constitution of the United States.

(b) It is the policy of this state that the internal affairs of a

partnership without limited partners registered as a registered limited

liability partnership under this article and the liability of partners

in a registered limited liability partnership for debts, obligations and

liabilities of, or chargeable to, the registered limited liability

partnership shall be subject to and governed by the laws of this state,

including the provisions of this article.

Foreign related limited liability partnership. Any foreign

related limited liability partnership that has filed a certificate of

authority under and satisfied all the requirements of section eight

hundred two of the limited liability company law shall be deemed to have

filed a notice pursuant to section 121-1502 of this chapter until the

fifth anniversary of filing its application for such certificate of

authority, at which time the foreign related limited liability

partnership shall file a notice pursuant to section 121-1502 of this

chapter.

Service of process. (a) * Service of process on the

secretary of state as agent of a registered limited liability

partnership or New York registered foreign limited liability partnership

under this article 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.

* NB Effective until February 24, 2027

* Service of process on the secretary of state as agent of a

registered limited liability partnership or New York registered foreign

limited liability partnership under this article shall be made in the

manner provided by paragraph one, two or three of this subdivision. Each

option of service authorized pursuant to this subdivision shall be

available at no extra cost to the consumer.

* NB Effective February 24, 2027

(1) Personally delivering to and leaving with the secretary of state or

a 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. Service of

process on such registered limited liability partnership shall be

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, to such registered limited liability partnership, at

the post office address on file in the department of state specified for

such 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 registered limited liability

partnership or New York registered foreign limited liability 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 against

such registered limited liability partnership or New York registered

foreign limited liability partnership served has been electronically

served on the secretary of state. Service of process on such registered

limited liability partnership or New York registered foreign limited

liability 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 against such

registered limited liability partnership or New York registered foreign

limited liability partnership has been served electronically upon him or

her, to such registered limited liability partnership or New York

registered foreign limited liability 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 registered limited

liability partnership or New York registered foreign limited liability

partnership.

* (3) Provided process is served by or on behalf of the state or a

city, town, village or other political subdivision of the state, by

electronically submitting a copy of the process to the department of

state, through an electronic system operated by and with capabilities

determined by the department of state, together with the statutory fee,

if required, which fee shall be a taxable disbursement. Service of

process on such limited liability partnership shall be complete when the

secretary of state has reviewed and accepted service of such process.

The secretary of state shall promptly either: (A) send a copy of such

process by certified mail, return receipt requested, to such registered

limited liability partnership or New York registered foreign limited

liability partnership, at the post office address, on file in the

department of state, specified for the purpose; or (B) email a notice of

the fact that process against the registered limited liability

partnership or New York registered foreign limited liability partnership

has been served electronically on the secretary of state to 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 registered

limited liability partnership or New York registered foreign limited

liability partnership.

* NB Effective February 24, 2027

(b) As used in this article, process shall mean judicial process and

all orders, demands, notices or other papers required or permitted by

law to be personally served on a registered limited liability

partnership, for the purpose of acquiring jurisdiction of such

registered limited liability partnership in any action or proceeding,

civil or criminal, whether judicial, administrative, arbitrative or

otherwise, in this state or in the federal courts sitting in or for this

state.

(c) Nothing in this section shall affect the right to serve process in

any other manner permitted by law.

Electronic service of process. The secretary of state

shall advise any partnership subject to the laws of this article in

prominent written form as follows: (a) electronic service of process

authorized by the provisions of this chapter is an optional program at

no additional cost to the user; (b) any partnership subject to the laws

of this chapter will continue to receive service of process by mail

unless such partnership notifies the secretary of an affirmative choice

to receive service of process by way of the program through electronic

means, in which case digital copies will be made accessible but paper

documents will not be mailed; and (c) such choice may be reversed by the

partnership at any time and, thereafter, service by mail will resume.

Resignation for receipt of process. (a) A registered agent

may resign as such agent. A certificate entitled "Certificate of

resignation of registered agent of ...... (name of limited liability

partnership) under section 121-1506 of the Partnership Law" shall be

signed and delivered to the department of state. It shall set forth:

(1) That he resigns as registered agent for the designated limited

liability partnership.

(2) The date the certificate of registration of the designated limited

liability partnership was filed by the department of state.

(3) That he has sent a copy of the certificate of resignation by

registered mail to the designating limited liability partnership at the

post office address on file in the department of state specified for the

mailing of process or if such address is the address of the registered

agent, then to the office of the designating limited liability

partnership in the jurisdiction of its formation.

(b) The party (or the party's legal representative) whose post address

has been supplied by a limited liability partnership as its address for

process may resign. A certificate entitled "Certificate of Resignation

for Receipt of Process under Section 121-1506(b) of the Partnership Law"

shall be signed by such party and delivered to the department of state.

It shall set forth:

(1) The name of the limited liability partnership and the date that

its certificate of registration was filed by the department of state.

(2) That the address of the party has been designated by the limited

liability 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 liability 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 liability partnership, if other than the party filing the

certificate of resignation, for receipt of process, or if the resigning

limited liability partnership has no registered agent, then to the last

address of the designated limited liability 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

liability 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 liability partnership, specifying what

efforts were made.

(4) That the designated limited liability partnership is required to

deliver to the department of state a certificate of amendment providing

for the designation by the limited liability 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.

(c) Upon the failure of the designating limited liability partnership

to file a certificate of amendment providing for the designation by the

limited liability 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.

(d) The filing by the department of state of a certificate of

amendment or the filing of a statement providing for a new address by a

designating limited liability partnership shall annul the suspension and

its authority to do business in this state shall be restored and

continued as if no suspension had occurred.

(e) 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.

(f)(1) In any case in which a limited liability 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 liability

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

liability partnership by a person and in the 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 liability

partnership by registered or certified mail with return receipt

requested to the last address of such limited liability 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 an 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

liability 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 liability

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 liability 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 liability 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 serve process in

any other manner permitted by law.

(g) The filing of a certificate of resignation of a registered agent

pursuant to subdivision (a) of this section shall be accompanied by the

fee of ten dollars, and the filing of a certificate of resignation for

receipt of process pursuant to subdivision (b) of this section shall be

accompanied by the fee of ten dollars.

Definitions. For purposes of this article:

(a) "Partnership interest" means: (i) a partner's share of the profits

and losses of a registered limited liability partnership; and (ii) the

partner's right to receive distributions of a registered limited

liability partnership.

(b) "Affidavit of publication" means the affidavit of the printer or

publisher of a newspaper in which a publication required to be filed

pursuant to sections 121-1500 and 121-1502 of this article has been

made. The affidavit of publication shall be in a form substantially as

follows:

"Affidavit of Publication Under Section (specify applicable section)

of the Partnership Law State of New York, County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name

of newspaper), a _________ (daily or weekly) newspaper published in

________________, New York. A notice regarding _______________ (name of

limited liability partnership) was published in said newspaper once in

each week for six successive weeks, commencing on __________ and ending

on ________. The text of the notice as published in said newspaper is as

set forth below, or in the annexed exhibit. This newspaper has been

designated by the Clerk of ________ County for this purpose.

__________________(signature)

_______________(printed name),

(jurat)"

The text of the notice set forth in or annexed to each affidavit of

publication shall: (i) include only the text of the published notice,

(ii) be free of extraneous marks, and (iii) if submitted in paper form,

be printed on paper of such size, weight and color, and in ink of such

color, and in such fonts, and be in such other qualities and form not

inconsistent with any other provision of law as, in the judgment of the

secretary of state, will not impair the ability of the department of

state to include a legible and permanent copy thereof in its official

records. Nothing in this subdivision shall be construed as requiring the

department of state to accept for filing a document submitted in

electronic form.

(c) "Certificate of publication" means a certificate presented on

behalf of the applicable limited liability partnership to the department

of state together with the affidavits of publication pursuant to section

121-1500 or 121-1502 of this article. The certificate of publication

shall be in a form substantially as follows:

"Certificate of Publication of ______ (name of limited partnership)

Under Section (specify applicable section) of the Partnership Law

The undersigned is the _________ (title) of ___________ (name of

limited liability partnership). The published notices described in the

annexed affidavits of publication contain all of the information

required by the above-mentioned section of the partnership law. The

newspapers described in such affidavits of publication satisfy the

requirements set forth in the partnership law and the designation made

by the county clerk. I certify the foregoing statements to be true under

penalties of perjury.

Date

Signature

Printed Name"

Laws repealed. Chapter forty-four of the laws of nineteen

hundred and nine and all other acts or parts of acts inconsistent with

this chapter are hereby repealed.

When to take effect. This chapter shall take effect October

first, nineteen hundred and nineteen.