New York Partnership Law

Article 1, Short title; definitions; construction.

Section 1. Short title.

        2. General definitions.
        3. Interpretation of knowledge and notice.
        4. Rules of construction.
        5. Rules for cases not provided for in this chapter.

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

  S 2. 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, 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,
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.

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Article 1 Continued . . .

  "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.

  S 3. 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.

  S 4. 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.

  S 5. 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.