§ 121-101 Definitions
§ 121-102 Partnership Name
§ 121-103 Reservation of Partnership Name
§ 121-104 Statutory Designation of Secretary of State as Agent for Service of Process
§ 121-104-A Resignation for Receipt of Process
§ 121-105 Registered Agent
§ 121-106 Records
§ 121-107 Nature of Business
§ 121-108 Business Transactions of Partner With the Partnership
§ 121-109 Service of Process On Limited Partnerships
§ 121-110 The Partnership Agreement
§ 121-201 Certificate of Limited Partnership
§ 121-202 Amendment of the Certificate of Limited Partnership
§ 121-202-A Certificate of Change
§ 121-203 Cancellation of Certificate
§ 121-204 Execution of Certificates
§ 121-205 Execution, Amendment or Cancellation by Judicial Act
§ 121-206 Filing With the Department of State
§ 121-207 Liability for False Statement in Certificate
§ 121-208 Restated Certificate of Limited Partnership
§ 121-301 Admission of Limited Partners
§ 121-302 Classes and Voting by Limited Partners
§ 121-303 Liability to Third Parties
§ 121-304 Person Erroneously Believing Himself a Limited Partner
§ 121-401 Admission of Additional General Partners
§ 121-402 Events of Withdrawal of a General Partner
§ 121-403 General Powers and Liabilities
§ 121-404 Contributions by a General Partner
§ 121-405 Classes and Voting by General Partners
§ 121-501 Form of Contribution
§ 121-502 Liability for Contributions
§ 121-503 Sharing of Profits and Losses
§ 121-504 Sharing of Distributions
§ 121-601 Interim Distributions
§ 121-602 Withdrawal of a General Partner
§ 121-603 Withdrawal of a Limited Partner
§ 121-604 Right to Distribution Upon Withdrawal
§ 121-605 Distribution in Kind
§ 121-606 Right to Distribution
§ 121-607 Limitations On Distribution
§ 121-701 Nature of Partnership Interest
§ 121-702 Assignment of Partnership Interest
§ 121-703 Rights of Creditor
§ 121-704 Right of Assignee to Become Limited Partner
§ 121-705 Liability Upon Assignment
§ 121-706 Power of Estate of Deceased or Incompetent Partner
§ 121-801 Nonjudicial Dissolution
§ 121-802 Judicial Dissolution
§ 121-803 Winding Up
§ 121-804 Distribution of Assets
§ 121-901 Law Governing
§ 121-902 Application for Authority, Contents
§ 121-903 Certificate of Amendment
§ 121-903-A Certificate of Change
§ 121-904 Application for Authority; Effect
§ 121-905 Surrender of Certificate of Authority
§ 121-906 Termination of Existence
§ 121-907 Doing Business Without Certificate of Authority
§ 121-908 Violations
§ 121-1001 Parties to Actions
§ 121-1002 Limited Partners’ Derivative Action
§ 121-1003 Security for Expenses
§ 121-1004 Indemnification of General Partner
§ 121-1101 Merger and Consolidation of Limited Partnerships
§ 121-1102 Procedure for Merger or Consolidation
§ 121-1103 Certificate of Merger or Consolidation; Contents
§ 121-1104 Effect of Merger or Consolidation
§ 121-1105 Payment for Interest of Dissenting Limited Partners
§ 121-1106 Mergers and Consolidations Involving Other Business Entities
§ 121-1201 Existing Limited Partnership
§ 121-1202 Adoption by Previously Formed Limited Partnerships
§ 121-1300 Fees

Terms Used In New York Laws > Partnership > Article 8-A

  • Account: means any account with a bank and includes a

    checking, time, interest or savings account;

    (b) "Afternoon" means the period of a day between noon and


    (c) "Banking day" means that part of any day on which a bank is

    open to the public for carrying on substantially all of its

    banking functions;

    (d) "Clearing house" means any association of banks or other

    payors regularly clearing items;

    (e) "Customer" means any person having an account with a bank or

    for whom a bank has agreed to collect items and includes a

    bank carrying an account with another bank;

    (f) "Documentary draft" means any negotiable or non-negotiable

    draft with accompanying documents, securities or other papers

    to be delivered against honor of the draft;

    (g) "Item" means any instrument for the payment of money even

    though it is not negotiable but does not include money;

    (h) "Midnight deadline" with respect to a bank is midnight on its

    next banking day following the banking day on which it

    receives the relevant item or notice or from which the time

    for taking action commences to run, whichever is later;

    (i) "Obligated bank" means the acceptor of a certified check, the

    issuer of a cashier's check, or the drawer of a teller's


    (j) "Properly payable" includes the availability of funds for

    payment at the time of decision to pay or dishonor;

    (k) "Remitter" means the buyer from the obligated bank of a

    cashier's check or a teller's check, and the drawer of a

    certified check;

    (l) "Settle" means to pay in cash, by clearing house settlement,

    in a charge or credit or by remittance, or otherwise as

    instructed. See N.Y. Uniform Commercial Code 4-104

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Certificate of limited partnership: means the certificate referred to in section 121-201 of this article, and the certificate as amended. See N.Y. Partnership Law 121-101
  • 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. See N.Y. Partnership Law 121-101
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • 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. See N.Y. Partnership Law 121-101
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Depositary bank: means the first bank to which an item is transferred for collection even though it is also the payor bank;

    (b) "Payor bank" means a bank by which an item is payable as drawn or accepted;

    (c) "Intermediary bank" means any bank to which an item is transferred in course of collection except the depositary or payor bank;

    (d) "Collecting bank" means any bank handling the item for collection except the payor bank;

    (e) "Presenting bank" means any bank presenting an item except a payor bank;

    (f) "Remitting bank" means any payor or intermediary bank remitting for an item. See N.Y. Uniform Commercial Code 4-105

  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Distribution: means the transfer of property by a limited partnership to one or more of its partners in his capacity as a partner. See N.Y. Partnership Law 121-101
  • 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. See N.Y. Partnership Law 121-101
  • Executor: A male person named in a will to carry out the decedent
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • 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. See N.Y. Partnership Law 121-101
  • Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • 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. See N.Y. Partnership Law 121-101
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Instrument: means a negotiable instrument. See N.Y. Uniform Commercial Code 3-102
  • Intestate: Dying without leaving a will.
  • Issue: means the first delivery of an instrument to a holder

    or a remitter. See N.Y. Uniform Commercial Code 3-102

  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • 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. See N.Y. Partnership Law 121-101
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • 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. See N.Y. Partnership Law 121-1101
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • order: is a direction to pay and must be more than an

    authorization or request. See N.Y. Uniform Commercial Code 3-102

  • 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. See N.Y. Partnership Law 121-101
  • Partner: means a limited or general partner. See N.Y. Partnership Law 121-101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership agreement: means any written agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See N.Y. Partnership Law 121-101
  • 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. See N.Y. Partnership Law 121-101
  • 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. See N.Y. Partnership Law 121-101
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • 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. See N.Y. Partnership Law 121-101
  • promise: is a n undertaking to pay and must be more than an

    acknowledgment of an obligation. See N.Y. Uniform Commercial Code 3-102

  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Secondary party: means a drawer or endorser. See N.Y. Uniform Commercial Code 3-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See N.Y. Partnership Law 121-101
  • Statute: A law passed by a legislature.
  • Testator: A male person who leaves a will at death.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. Source: OCC