§ 121-101 Definitions
§ 121-102 Partnership Name
§ 121-103 Reservation of Partnership Name
§ 121-104 Statutory Designation of Secretary of State as Agent for Service of Process
§ 121-104-A Resignation for Receipt of Process
§ 121-105 Registered Agent
§ 121-106 Records
§ 121-107 Nature of Business
§ 121-108 Business Transactions of Partner With the Partnership
§ 121-109 Service of Process On Limited Partnerships
§ 121-109-A Electronic Service of Process
§ 121-110 The Partnership Agreement
§ 121-201 Certificate of Limited Partnership
§ 121-202 Amendment of the Certificate of Limited Partnership
§ 121-202-A Certificate of Change
§ 121-203 Cancellation of Certificate
§ 121-204 Execution of Certificates
§ 121-205 Execution, Amendment or Cancellation by Judicial Act
§ 121-206 Filing With the Department of State
§ 121-207 Liability for False Statement in Certificate
§ 121-208 Restated Certificate of Limited Partnership
§ 121-301 Admission of Limited Partners
§ 121-302 Classes and Voting by Limited Partners
§ 121-303 Liability to Third Parties
§ 121-304 Person Erroneously Believing Himself a Limited Partner
§ 121-401 Admission of Additional General Partners
§ 121-402 Events of Withdrawal of a General Partner
§ 121-403 General Powers and Liabilities
§ 121-404 Contributions by a General Partner
§ 121-405 Classes and Voting by General Partners
§ 121-501 Form of Contribution
§ 121-502 Liability for Contributions
§ 121-503 Sharing of Profits and Losses
§ 121-504 Sharing of Distributions
§ 121-601 Interim Distributions
§ 121-602 Withdrawal of a General Partner
§ 121-603 Withdrawal of a Limited Partner
§ 121-604 Right to Distribution Upon Withdrawal
§ 121-605 Distribution in Kind
§ 121-606 Right to Distribution
§ 121-607 Limitations On Distribution
§ 121-701 Nature of Partnership Interest
§ 121-702 Assignment of Partnership Interest
§ 121-703 Rights of Creditor
§ 121-704 Right of Assignee to Become Limited Partner
§ 121-705 Liability Upon Assignment
§ 121-706 Power of Estate of Deceased or Incompetent Partner
§ 121-801 Nonjudicial Dissolution
§ 121-802 Judicial Dissolution
§ 121-803 Winding Up
§ 121-804 Distribution of Assets
§ 121-901 Law Governing
§ 121-902 Application for Authority, Contents
§ 121-903 Certificate of Amendment
§ 121-903-A Certificate of Change
§ 121-904 Application for Authority; 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 - Revised Limited Partnership Act

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • 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.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appraisal: A determination of property value.
  • Arrest: Taking physical custody of a person by lawful authority.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • 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
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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.
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Designated educational official: shall mean (a) an employee or representative of a school district who is designated by the school district or (b) an employee or representative of a charter school or private elementary or secondary school who is designated by such school to receive records pursuant to this article and to coordinate the student's participation in programs which may exist in the school district or community, including: non-violent conflict resolution programs, peer mediation programs and youth courts, extended day programs and other school violence prevention and intervention programs which may exist in the school district or community. See N.Y. Family Court Law 301.2
  • Designated felony act: means an act which, if done by an adult, would be a crime: (i) defined in sections 125. See N.Y. Family Court Law 301.2
  • Detention: means the temporary care and maintenance of children away from their own homes, as defined in § 502 of the executive law. See N.Y. Family Court Law 301.2
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Dispositional hearing: means a hearing to determine whether the respondent requires supervision, treatment or confinement. See N.Y. Family Court Law 301.2
  • 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
  • Docket: A log containing brief entries of court proceedings.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fact-finding hearing: means a hearing to determine whether the respondent or respondents committed the crime or crimes alleged in the petition or petitions. See N.Y. Family Court Law 301.2
  • 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.
  • Felony: A crime carrying a penalty of more than a year in prison.
  • 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
  • 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.
  • Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
  • 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
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intestate: Dying without leaving a will.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Juvenile delinquent: means a person over seven and less than seventeen years of age, and commencing October first, two thousand nineteen, a person over seven and less than eighteen years of age, who, having committed an act that would constitute a crime if committed by an adult, or (with respect to a person over sixteen and less than seventeen years of age or, a person over sixteen and less than eighteen years of age commencing October first, two thousand nineteen) a violation as defined by subdivision three of section 10. See N.Y. Family Court Law 301.2
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • 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
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • net worth: shall mean the amount by which total assets including income exceed total liabilities including fixed financial obligations. See N.Y. Family Court Law 424-A
  • 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.
  • Oral argument: An opportunity for lawyers to summarize their position before the court and also to answer the judges' questions.
  • 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
  • Permanency hearing: means an initial hearing or subsequent hearing held in accordance with the provisions of this article for the purpose of reviewing the foster care status of the respondent and the appropriateness of the permanency plan developed by the commissioner of social services or the office of children and family services. See N.Y. Family Court Law 301.2
  • 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.
  • 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.
  • Presentment agency: means the agency or authority which pursuant to section two hundred fifty-four or two hundred fifty-four-a is responsible for presenting a juvenile delinquency petition. See N.Y. Family Court Law 301.2
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • 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
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • Recess: A temporary interruption of the legislative business.
  • 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.
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Respondent: means the person against whom a juvenile delinquency petition is filed pursuant to section 310. See N.Y. Family Court Law 301.2
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Restrictive placement: means a placement pursuant to section 353. See N.Y. Family Court Law 301.2
  • Secure facility: means a residential facility in which the respondent may be placed under this article, which is characterized by physically restricting construction, hardware and procedures, and is designated as a secure facility by the division for youth. See N.Y. Family Court Law 301.2
  • 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.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Testator: A male person who leaves a will at death.
  • Testify: Answer questions in court.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • 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
  • Victim Impact Statement: A written or spoken statement by the victim or his or her representative about the physical, emotional, and financial impact of a crime on the victim. The statement is given to the court before sentencing.