N.Y. Partnership Law 121-804 – Distribution of assets
§ 121-804. Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
Terms Used In N.Y. Partnership Law 121-804
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
(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.