Section 90. Limited partnership defined. 91. Formation. 92. Business which may be carried on. 93. Character of limited partner`s contribution. 94. Name not to contain surname of limited partner; exceptions. 95. Liability for false statements in certificate. 96. Limited partner not liable to creditors. 97. Admission of additional limited partners. 98. Rights, powers and liabilities of a general partner. 99. Rights of a limited partner. 100. Status of person erroneously believing himself a limited partner. 101. One person both general and limited partner. 102. Loans and other business transactions with limited partner. 103. Relation of limited partners inter se. 104. Compensation of limited partner. 105. Withdrawal or reduction of limited partner`s contribution. 106. Liability of limited partner to partnership. 107. Nature of interest in partnership. 108. Assignment of interest. 109. Effect of retirement, death or insanity of a general partner. 110. Death of limited partner. 111. Rights of creditors of limited partner. 112. Distribution of assets. 113. Certificate cancelled or amended. 114. Requirements for amendment or cancellation. 115. Parties to actions. 115-a. Limited partners` derivative action brought in the right of a limited partnership to procure a judgment in its favor. 115-b. Security for expenses in limited partners` derivative action brought in the right of the limited partnership to procure a judgment in its favor. 115-c. Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor. 116. Short title. 117. Rules of construction. 118. Rules for cases not covered. 119. Existing limited partnerships. S 90. 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. S 91. 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). S 92. Business which may be carried on. A limited partnership may carry on any business which a partnership without limited partners may carry on. S 93. Character of limited partner`s contribution. The contributions of a limited partner may be cash or other property, but not services. S 94. 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. S 95. 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. S 96. 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. S 97. 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. S 98. 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. S 99. 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. S 100. 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. S 101. 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. S 102. 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. S 103. 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. S 104. 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. S 105. 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. S 106. 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. S 107. Nature of interest in partnership. A limited partner`s interest in the partnership is personal property. S 108. 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. S 109. 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. S 110. 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. S 111. 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. S 112. 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. S 113. 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.
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S 114. 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. S 115. 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. S 115-a. 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. S 115-b. 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. S 115-c. 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. S 116. Short title. This article shall be known and may be cited as the uniform limited partnership act. S 117. 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. S 118. 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. S 119. 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. S 115-c. 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. S 116. Short title. This article shall be known and may be cited as the uniform limited partnership act. S 117. 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. S 118. 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. S 119. 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.