Section 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. S 121-101. Definitions. As used in this article, unless the context otherwise requires: (a) "Certificate of limited partnership" means the certificate referred to in section 121-201 of this article, and the certificate as amended. (b) "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. (c) "Distribution" means the transfer of property by a limited partnership to one or more of its partners in his capacity as a partner. (d) "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. (e) "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. (f) "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. (g) "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. (h) "Limited partnership" and "domestic limited partnership" mean, unless the context otherwise requires, a partnership (i) formed by two or more persons pursuant to this article or which complies with subdivision (a) of section 121-1202 of this article and (ii) having one or more general partners and one or more limited partners. (i) "Majority in interest of the limited partners" and "two-thirds in interest of the limited partners" mean limited partners whose aggregate share of the current profits of the partnership constitute more than one-half or two-thirds, respectively, of the aggregate shares of all limited partners. (j) "Office of limited partnership" means the office of the location of which is stated in the certificate of limited partnership of a domestic limited partnership, or in the application for authority of a foreign limited partnership or any amendment thereof. Such office need not be a place where business activities are conducted by such limited partnership. (j-1) "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. (k) "Partner" means a limited or general partner. (l) "Partnership agreement" means any written agreement of the partners as to the affairs of a limited partnership and the conduct of its business. (m) "Partnership interest" means a partner`s share of the profits and losses of a limited partnership and right to receive distributions. (n) "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. (o) "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. (p) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. S 121-102. Partnership name. The name of each limited partnership as set forth in its certificate of limited partnership: (a) (1) shall contain without abbreviation the words "Limited Partnership" or the abbreviation "L.P."; (2) shall be such as to distinguish it from the name of (i) any limited partnership as defined in subdivision (h) of section 121-101 of this article, or (ii) any foreign limited partnership authorized to do business as a foreign limited partnership in this state; (3)(A) may not contain the following phrases or any abbreviation or derivative thereof: board of trade state trooper chamber of commerce tenant relocation community renewal urban development state police urban relocation (B) may not contain the following words, or any abbreviation or derivative thereof: acceptance indemnity annuity insurance assurance investment bank lawyer benefit loan bond mortgage casualty savings doctor surety endowment title fidelity trust finance underwriter guaranty unless the approval of the superintendent of banks or the superintendent of insurance, as appropriate, is attached to the certificate of limited partnership; or unless the word "doctor" or "lawyer" or an abbreviation or derivative thereof is used in a context which clearly denotes a purpose other than the practice of law or medicine. (C) shall not, unless the approval of the state department of social services is attached to the certificate of limited partnership or application for authority or amendment thereof, contain the word "blind" or "handicapped". Such approval shall be granted by the state department of social services if in its opinion the word "blind" or "handicapped" as used in the limited partnership name proposed will not tend to mislead or confuse the public into believing that the limited partnership is organized for charitable or nonprofit purposes related to the blind or the handicapped. (D) shall not, unless the approval of the attorney general is attached to the certificate of limited partnership or application for authority or amendment thereof, contain the word "exchange" or any abbreviation or derivative thereof. Such approval shall not be granted by the attorney general if in his or her opinion the use of the word "exchange" in the proposed limited partnership name would falsely imply that the limited partnership conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers or merchants. (b) shall, unless the limited partnership or foreign limited partnership shall have complied with the provisions of section one hundred thirty of the general business law be the name used by the limited partnership in its conduct of business. (c) notwithstanding paragraphs one and two of subdivision (a) of this section, a limited partnership organized under the laws of this state prior to the effective date of this article which shall file a certificate under section 121-1202 of this article within one year of the effective date of this article may file under its name as provided in its certificate of limited partnership on the effective date of this article and thereafter may continue to use such name and a foreign limited partnership which has been authorized to do business in this state prior to the effective date of this article may continue to use the name under which it has heretofore done business in this state. S 121-103. Reservation of partnership name. (a) Subject to section 121-102 of this article, the exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a domestic limited partnership under this article; (2) Any domestic limited partnership or any foreign limited partnership authorized to do business in this state intending to change its name; (3) Any foreign limited partnership intending to apply for authority to do business in this state and to adopt that name; and (4) Any person intending to organize a foreign limited partnership and intending to have it apply for authority to do business in this state. (b) A fictitious name for use pursuant to section 121-902 of this article may be reserved by: (1) Any foreign limited partnership intending to apply for authority to do business in this state pursuant to subdivision (a) of section 121-902 of this article. (2) Any authorized foreign limited partnership intending to change its fictitious name under which it does business in this state. (3) Any authorized foreign limited partnership which has changed its name in its jurisdiction, such new name not being available in this state. (c) Application to reserve a limited partnership name shall be delivered to the department of state. It shall set forth the name and address of the applicant, the name to be reserved, and a statement of the basis for the application under subdivision (a) or (b) of this section. The secretary of state may require that there be included in the application a statement as to the nature of the business to be conducted by the limited partnership. If the name is available for limited partnership use, the department of state shall reserve the name for the use of the applicant for a period of sixty days and issue a certificate of reservation. The restrictions and qualifications set forth in section 121-102 of this article are not waived by the issuance of a certificate of reservation. The certificate of reservation shall include the name of the applicant, the name reserved, and the date of reservation. The certificate of reservation (or in lieu thereof an affidavit by the applicant or by his or her agent or attorney that the certificate of reservation has been lost or destroyed) shall accompany the certificate of limited partnership or the application for authority when either is delivered to the department of state. (d) The secretary of state may extend the reservation for additional periods of not more than sixty days each, upon the written request of the applicant or his or her attorney or agent delivered to the department of state, to be filed before expiration of the reservation period then in effect. Such request shall have attached to it the certificate of reservation of name. No more than two such extensions shall be granted. S 121-104. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent for every domestic limited partnership which has filed with the secretary of state a certificate making such designation and every foreign limited partnership upon whom process may be served pursuant to this article. (b) No domestic or foreign limited partnership may be organized or authorized to do business in this state under this article unless in its certificate of limited partnership or application for authority it designates the secretary of state as such agent. (c) Any designated post office address to which the secretary of state shall mail a copy of process served upon him as agent of a domestic limited partnership or foreign limited partnership shall continue until the filing of a certificate under this article directing the mailing to a different post office address. (d) The change authorized by subdivision (c) of this section may be accomplished by filing a certificate pursuant to this chapter, which shall be executed by a general partner. S 121-104-A. Resignation for receipt of process. (a) The party (or his/her legal representative) whose post office address has been supplied by a domestic limited partnership or foreign limited partnership as its address for process may resign. A certificate entitled "Certificate of Resignation for Receipt of Process under Section 121-104-A of the Revised Limited Partnership Act" shall be signed by such party and delivered to the department of state. It shall set forth: (1) the name of the limited partnership and the date that its articles of organization or application for authority was filed by the department of state. (2) that the address of the party has been designated by the limited partnership as the post office address to which the secretary of state shall mail a copy of any process served on the secretary of state as agent for such limited partnership, and that such party wishes to resign. (3) that sixty days prior to the filing of the certificate of resignation with the department of state the party has sent a copy of the certificate of resignation for receipt of process by registered or certified mail to the address of the registered agent of the designated limited partnership, if other than the party filing the certificate of resignation, for receipt of process, or if the resigning limited partnership has no registered agent, then to the last address of the designated limited partnership, known to the party, specifying the address to which the copy was sent. If there is no registered agent and no known address of the designating limited partnership the party shall attach an affidavit to the certificate stating that a diligent but unsuccessful search was made by the party to locate the limited partnership, specifying what efforts were made. (4) that the designated limited partnership is required to deliver to the department of state a certificate of amendment or change providing for the designation by the limited partnership of a new address and that upon its failure to file such certificate, its authority to do business in this state shall be suspended. (b) Upon the failure of the designating limited partnership to file a certificate of amendment or change providing for the designation by the limited partnership of the new address after the filing of a certificate of resignation for receipt of process with the secretary of state, its authority to do business in this state shall be suspended. (c) The filing by the department of state of a certificate of amendment or change providing for a new address by a designating limited partnership shall annul the suspension and its authority to do business in this state shall be restored and continued as if no suspension had occured. (d) The resignation for receipt of process shall become effective upon the filing by the department of state of a certificate of resignation for receipt of process. (e)(1) In any case in which a limited partnership suspended pursuant to this section would be subject to the personal or other jurisdiction of the courts of this state under article three of the civil practice law and rules, process against such limited partnership may be served upon the secretary of state as its agent pursuant to this section. Such process may be issued in any court in this state having jurisdiction of the subject matter. (2) Service of such process upon the secretary of state shall be made by personally delivering to and leaving with him or his deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, a copy of such process together with the statutory fee, which fee shall be a taxable disbursement. Such service shall be sufficient if notice thereof and a copy of the process are: (i) delivered personally within or without this state to such limited partnership by a person and in a manner authorized to serve process by law of the jurisdiction in which service is made, or (ii) sent by or on behalf of the plaintiff to such limited partnership by registered or certified mail with return receipt requested to the last address of such limited partnership known to the plaintiff. (3)(i) Where service of a copy of process was effected by personal service, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after such service, with the clerk of the court in which the action or special proceeding is pending. Service of process shall be complete ten days after such papers are filed with the clerk of the court. (ii) Where service of a copy of process was effected by mailing in accordance with this section, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after receipt of the return receipt signed by the limited partnership, or other official proof of delivery or of the original envelope mailed. If a copy of the process is mailed in accordance with this section, there shall be filed with the affidavit of compliance either the return receipt signed by such limited partnership, or other official proof of delivery, if acceptance was refused by it, the original envelope with a notation by the postal authorities that acceptance was refused. If acceptance was refused a copy of the notice and process together with notice of the mailing by registered or certified mail and refusal to accept shall be promptly sent to such limited partnership at the same address by ordinary mail and the affidavit of compliance shall so state. Service of process shall be complete ten days after such papers are filed with the clerk of the court. The refusal to accept delivery of the registered or certified mail or to sign the return receipt shall not affect the validity of the service and such limited partnership refusing to accept such registered or certified mail shall be charged with knowledge of the contents thereof. (4) Service made as provided in this section without the state shall have the same force as personal service made within this state. (5) Nothing in this section shall affect the right to service process in any other manner permitted by law. S 121-105. Registered agent. (a) In addition to the designation of the secretary of state, each limited partnership or authorized foreign limited partnership may designate a registered agent upon whom process against the limited partnership may be served. The agent must be (i) a natural person who is a resident of this state or has a business address in this state, or (ii) a domestic corporation or a foreign corporation authorized to do business in this state. (c) The registered agent of a limited partnership may resign as such agent. The registered agent shall file a certificate with the department of state entitled, "Certificate of resignation of registered agent of... (name of designating limited partnership) under subdivision (c) of section 121-105 of the Revised Limited Partnership Act" which shall be executed by such registered agent. It shall set forth: (1) The name of the limited partnership, and if it has been changed, the name under which it was organized. A foreign limited partnership must set forth its name and the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article. (2) The date the certificate of limited partnership or certificate of application for authority of the limited partnership was filed by the department of state. (3) That he resigns as registered agent for the limited partnership. (4) That he has sent a copy of the certificate of resignation by registered mail to the limited partnership at the post office address on file in the department of state specified for the mailing of process or if such address is the address of the registered agent, then to the office of the designating limited partnership and the jurisdiction of its organization. (d) The designation of a registered agent shall terminate thirty days after the filing by the department of state of the certificate of resignation. A certificate designating a new registered agent may be delivered to the department of state by the limited partnership within the thirty days or thereafter. S 121-106. Records. (a) Each domestic limited partnership shall maintain the following records, which may, but need not, be maintained in this state: (1) a current list of the full name and last known mailing address of each partner set forth in alphabetical order together with the contribution and the share in profits and losses of each partner or information from which such share can be readily derived; (2) a copy of the certificate of limited partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed; (3) a copy of the partnership agreement, any amendments thereto and any amended and restated partnership agreements; and (4) a copy of the limited partnership`s federal, state, and local income tax or information returns and reports, if any, for the three most recent fiscal years. (b) Any partner may, subject to reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners, inspect and copy at his own expense for any purpose reasonably related to the partner`s interest as a partner the records referred to in subdivision (a) of this section, any financial statements maintained by the limited partnership for the three most recent fiscal years and other information regarding the affairs of the limited partnership as is just and reasonable. S 121-107. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law. S 121-108. Business transactions of partner with the partnership. Except as may be provided in the partnership agreement, a partner may lend money to, borrow money from, act as a guarantor or surety for, provide collateral for the obligations of, and transact other business with the limited partnership, and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. S 121-109. Service of process on limited partnerships. (a) Service of process on the secretary of state as agent of a domestic or authorized foreign limited partnership shall be made as follows: (1) By personally delivering to and leaving with him or his deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, duplicate copies of such process together with the statutory fee, which fee shall be a taxable disbursement. (2) The service on the limited partnership is complete when the secretary of state is so served. (3) The secretary of state shall promptly send one of such copies by certified mail, return receipt requested, addressed to the limited partnership at the post office address, on file in the department of state, specified for that purpose. (b) In any case in which a non-domiciliary would be subject to the personal or other jurisdiction of the courts of this state under article three of the civil practice law and rules, a foreign limited partnership not authorized to do business in this state is subject to a like jurisdiction. In any such case, process against such foreign limited partnership may be served upon the secretary of state as its agent. Such process may issue in any court in this state having jurisdiction of the subject matter. Service of process upon the secretary of state shall be made by personally delivering to and leaving with him or his deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, a copy of such process together with the statutory fee, which fee shall be a taxable disbursement. Such service shall be sufficient if notice thereof and a copy of the process are: (1) Delivered personally without this state to such foreign limited partnership by a person and in the manner authorized to serve process by law of the jurisdiction in which service is made, or (2) Sent by or on behalf of the plaintiff to such foreign limited partnership by registered mail with return receipt requested, at the post office address specified for the purpose of mailing process, on file in the department of state, or with any official or body performing the equivalent function, in the jurisdiction of its creation, or if no such address is specified, to its registered or other office there specified, or if no such office is specified, to the last address of such foreign limited partnership known to the plaintiff. (3) Where service of a copy of process was effected by personal service, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after such service with the clerk of the court in which the action or special proceeding is pending. Service of process shall be complete ten days after such papers are filed with the clerk of the court. (4) Where service of a copy of process was effected by mailing in accordance with this section proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after receipt of the return receipt signed by the foreign limited partnership, or other official proof of delivery or of the original envelope mailed. If a copy of the process is mailed in accordance with this section, there shall be filed with the affidavit of compliance either the return receipt signed by such foreign limited partnership or other official proof of delivery or, if acceptance was refused by it, the original envelope with a notation by the postal authorities that acceptance was refused. If acceptance was refused a copy of the notice and process together with notice of the mailing by registered mail and refusal to accept shall be promptly sent to such foreign limited partnership at the same address by ordinary mail and the affidavit of compliance shall so state. Service of process shall be complete ten days after such papers are filed with the clerk of the court. The refusal to accept delivery of the registered mail or to sign the return receipt shall not affect the validity of the service and such foreign limited partnership refusing to accept such registered mail shall be charged with knowledge of the contents thereof. (5) Service made as provided in this section shall have the same force as personal service made within this state. (c) The secretary of state shall keep a record of all process served upon him under this section and shall record therein the date of such service and his action with reference thereto. (d) Nothing contained in this section shall limit or affect the right to serve any process required or permitted by law to be served upon the limited partnership in any other manner now or hereafter permitted by law or applicable rules of procedure. S 121-110. The partnership agreement. (a) The partnership agreement shall be signed by all general partners, in person or by attorneys in fact, and may, but need not, be signed by the limited partners. (b) A limited partnership shall have a written partnership agreement. Except as provided in sections 121-702 and 121-705 of this article, no person shall have any rights, or be subject to the liabilities, of a general partner who has not signed the partnership agreement in person or by attorney in fact. (c) The partnership agreement of a limited partnership may be amended from time to time as provided therein; provided, however, that, except as may be provided otherwise in the partnership agreement, without the written consent of each partner adversely affected thereby, no amendment of the partnership agreement shall be made which (i) increases the obligations of any limited partner to make contributions, (ii) alters the allocation for tax purposes of any items of income, gain, loss, deduction or credit, (iii) alters the manner of computing the distributions of any partner, (iv) alters, except as provided in subdivision (a) of section 121-302 of this article, the voting or other rights of any limited partner, (v) allows the obligation of a partner to make a contribution to be compromised by consent of fewer than all partners or (vi) alters the procedures for amendment of the partnership agreement. S 121-201. Certificate of limited partnership. (a) In order to form a limited partnership the general partners shall execute a partnership agreement, and a certificate of limited partnership shall be executed in accordance with section 121-204 of this article. The certificate, entitled "Certificate of limited partnership of........................ (name of limited partnership) under section 121-201 of the Revised Limited Partnership Act," shall be filed with the department of state in accordance with section 121-206 of this article and shall set forth: (1) the name of the limited partnership; (2) the county within this state, in which the office of the limited partnership is to be located; (3) a designation of the secretary of state as agent of the limited partnership upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him; (4) if the limited partnership is to have a registered agent, his name and address within this state and a statement that the registered agent is to be the agent of the limited partnership upon whom process against it may be served; (5) the name and the business or residence street address of each general partner; (6) the latest date upon which the limited partnership is to dissolve; and (7) any other matters the general partners determine to include therein. (b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the department of state or at any later time not to exceed sixty days from the date of filing specified in the certificate of limited partnership. The filing of the certificate shall, in the absence of actual fraud, be conclusive evidence of the formation of the limited partnership as of the time of filing or effective date if later, except in an action or special proceeding brought by the attorney general. (c) Within one hundred twenty days after the filing of the initial 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 the office of the limited partnership is located, 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 department of state. The notice shall include: (1) the name of the limited partnership; (2) the date of filing of the certificate of limited partnership with the secretary of state; (3) the county within this state, in which the office of the limited partnership is to be located; (4) a statement that the secretary of state has been designated as agent of the limited partnership upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; (5) if the limited partnership is to have a registered agent, his or her name and address within this state and a statement that the registered agent is to be the agent of the limited partnership upon whom process against it may be served; (6) a statement that the names and the business or residence street address of each general partner is available from the secretary of state; (7) the latest date upon which the limited partnership is to dissolve; and (8) the character or purpose of the business of such partnership. Failure to cause such notice to be published or to file such proof within one hundred twenty days of the filing of the certificate shall prohibit the limited partnership from maintaining any action or special proceeding in this state unless and until such limited partnership causes such notice to be published and files such proof of publication. The failure of a limited partnership to cause such notice to be published or to file proof of publication shall not impair the validity of any contract or act of the limited partnership or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the limited partnership from defending any action or special proceeding in this state. S 121-202. Amendment of the certificate of limited partnership. (a) A certificate of limited partnership is amended by filing with the department of state a certificate of amendment thereto entitled "Certificate of amendment of the certificate of limited partnership of... (name of limited partnership) under section 121-202 of the Revised Limited Partnership Act," and executed in accordance with section 121-204 of this article. The certificate of amendment shall set forth: (1) The name of the limited partnership and, if it has been changed, the name under which it was formed; (2) The date of filing its certificate of limited partnership; (3) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of limited partnership which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added; and (4) If the amendment reflects the admission or withdrawal of one or more general partners, the name and business or residence street address of such general partner or partners and the date or dates of admission or withdrawal. (b) No later than ninety days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner: (1) the admission of a general partner; (2) the withdrawal of a general partner; (3) the continuation of the partnership under section 121-801 of this article after an event of withdrawal of a general partner; or (4) a change in the name of the limited partnership, or a change in the post office address to which the secretary of state shall mail a copy of any process against the limited partnership served on him, or a change in the name or address of the registered agent, if such change is made other than pursuant to section 121-104 or 121-105 of this article. (c) A general partner who becomes aware that any statement in a certificate of limited partnership was false in any material respect when made or that a matter described has changed, making the certificate inaccurate in any material respect, shall amend the certificate within ninety days of becoming aware of such fact. (d) A certificate of limited partnership may be amended at any time for any other proper purpose which the general partners may determine. (e) Unless otherwise provided in this article, a certificate of amendment shall be effective at the time of its filing with the department of state. S 121-202-A. Certificate of change. (a) A certificate of limited partnership may be changed by filing with the department of state a certificate of change entitled "Certificate of Change of ..... (name of limited partnership) under Section 121-202-A of the Revised Limited Partnership Act" and shall be signed and delivered to the department of state. A certificate of change may (i) specify or change the location of the limited partnership`s office; (ii) specify or change the post office address to which the secretary of state shall mail a copy of process against the limited partnership served upon him; and (iii) make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent. It shall set forth: (1) the name of the limited partnership, and if it has been changed, the name under which it was formed; (2) the date its certificate of limited partnership was filed by the department of state; and (3) each change effected thereby. (b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a limited partnership served upon him or the address of the registered agent, provided such address being changed is the address of a person, partnership or corporation whose address, as agent, is the address to be changed or who has been designated as registered agent for such limited partnership shall be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subdivision (a) of this section; that a notice of the proposed change was mailed to the domestic limited partnership by the party signing the certificate not less than thirty days prior to the date of delivery to the department of state and that such domestic limited partnership has not objected thereto; and that the party signing the certificate is the agent of such limited partnership to whose address the secretary of state is required to mail copies of process or the registered agent, if such be the case. A certificate signed and delivered under this subdivision shall not be deemed to effect a change of location of the office of the limited partnership in whose behalf such certificate is filed. S 121-203. Cancellation of certificate. (a) Within ninety days following the dissolution and the commencement of winding up of the limited partnership, or at any other time there are no limited partners, a certificate of cancellation shall be filed with the department of state entitled, "Certificate of cancellation of... (name of limited partnership) under section 121-203 of the Revised Limited Partnership Act" and executed in accordance with section 121-204 of this article. The certificate of cancellation shall set forth: (1) the name of the limited partnership; and if it has been changed, the name under which it was formed; (2) the date of filing of its certificate of limited partnership and each subsequent amendment thereto; (3) the event giving rise to the filing of the certificate; and (4) any other information the persons filing the certificate determine. (b) The cancellation of the certificate of limited partnership is effective at the time of the filing of the certificate of cancellation. (c) The cancellation of the certificate of limited partnership shall not affect the liability of the limited partners during the period of winding up and termination of the partnership. S 121-204. Execution of certificates. (a) Each certificate required by this article to be filed with the department of state shall be executed in the following manner: (1) an initial certificate of limited partnership must be signed by all general partners named therein; (2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner; (3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, unless otherwise provided in the partnership agreement, by a majority in interest of the limited partners; and (4) all other certificates must be signed by at least one general partner. (b) Any person may sign any certificate by an attorney in fact. Powers of attorney relating to the signing of a certificate by an attorney in fact need not be filed with the department of state nor provided as evidence of authority by the person filing, but must be retained among the records of the partnership. (c) Each certificate must be signed. (d) Each certificate must include the name and capacity of each signer. S 121-205. Execution, amendment or cancellation by judicial act. (a) If a person required by section 121-204 of this article to execute a certificate fails or refuses to do so, any partner, and any permitted assignee of a partnership interest, who is adversely affected by the failure or refusal may petition the supreme court in the judicial district in which the office of the limited partnership is located to direct the execution of the certificate. If the court finds that the certificate should be executed and that such person has failed or refused to execute the certificate, it shall order such person to file an appropriate certificate. (b) If a person contractually obligated to execute as a limited partner a partnership agreement of an existing partnership, or any amendment thereto, fails or refuses to do so, any partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal may petition the supreme court in the judicial district referred to in subdivision (a) of this section to direct the execution of the partnership agreement or amendment. If the court finds that such person has breached a contractual obligation binding upon him to execute the agreement or amendment, it shall enter an order granting appropriate relief. S 121-206. Filing with the department of state. A signed certificate of limited partnership and any signed certificates of amendment or other certificates filed pursuant to this article or of any judicial decree of amendment or cancellation shall be delivered to the department of state. If the instrument which is delivered to the department of state for filing complies as to form with the requirements of law and the filing fee required by any statute of this state in connection therewith has been paid, the instrument shall be filed and indexed by the department of state. S 121-207. Liability for false statement in certificate. (a) If any certificate of limited partnership, certificate of amendment, or other certificate filed pursuant to this article contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew of the filing of such certificate and who knew or should have known with the exercise of reasonable care and diligence, the statement to be false in any material respect at the time the certificate was executed; and (2) any general partner who thereafter knows of the filing of such certificate and who knows or should have known with the exercise of reasonable care and diligence that any arrangement or other fact described in the certificate has changed, making the statement false in any material respect, if that general partner had ninety days to amend or cancel the certificate, or to file a petition for its amendment or cancellation before the statement was relied upon. (b) No person shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation, if the certificate or petition is filed within ninety days of the time when that person knew or should have known that the statement in the certificate was false in any material respect. S 121-208. Restated certificate of limited partnership. (a) A limited partnership may restate in a single certificate the text of its certificate of limited partnership, without making any amendment thereby. Alternatively, a limited partnership may restate in a single certificate the text of its certificate of limited partnership and as amended thereby to effect any one or more of the amendments authorized by this article. (b) If the restated certificate of limited partnership merely restates and integrates but does not amend or further amend the certificate of limited partnership, it shall be executed by a general partner. If the restated certificate also amends or further amends the certificate of limited partnership, it shall be executed in accordance with section 121-204 of this article. (c) The restated certificate shall be filed with the department of state in accordance with section 121-206 of this article and shall set forth: (1) the name of the limited partnership and, if it has been changed, the name under which it was formed; (2) the date of filing of its certificate of limited partnership; (3) if the restated certificate restates the text of the certificate of limited partnership without making any amendments, then a statement that the text of the certificate of limited partnership is thereby restated without amendment to read as therein set forth in full; or (4) if the restated certificate restates the text of the certificate of limited partnership, and is amended thereby, then a statement that the certificate of limited partnership is amended to effect one or more of the amendments authorized by this article, specifying each such amendment and that the text of the certificate of limited partnership is thereby restated as amended to read as therein set forth in full. (d) Any amendments effected in connection with the restatement of the certificate of limited partnership shall be subject to any other provision of this article which would apply if a separate certificate of amendment were filed to effect such amendment. S 121-301. Admission of limited partners. (a) A person becomes a limited partner on the later of: (1) the effective date of the original certificate of limited partnership; or (2) the date as of which the person becomes a limited partner pursuant to the partnership agreement; provided, however, that if such date is not ascertainable, the date stated in the records of the limited partnership. (b) After the effective date of a limited partnership`s original certificate of limited partnership, a person may be admitted as a limited partner: (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section 121-704 of this article, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. S 121-302. Classes and voting by limited partners. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights and powers as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes of limited partners having such relative rights and powers as may from time to time be established pursuant to the partnership agreement including rights and duties senior to existing classes of limited partners. The partnership agreement may grant to or withhold from all or one or more classes of limited partners the right to vote, on a per capita, class or other basis, upon any matter. (b) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. S 121-303. Liability to third parties. (a) Except as provided in subdivision (d) of this section, a limited partner is not liable for the contractual obligations and other liabilities of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner`s conduct, that the limited partner is a general partner. (b) A limited partner does not participate in the control of the business within the meaning of subdivision (a) of this section by virtue of doing one or more of the following: (1) being a contractor for or transacting business with, including being a contractor for, or an agent or employee of the limited partnership or of a general partner or an officer, director or shareholder of a corporate general partner, or a member, manager or agent of a limited liability company that is a general partner of the limited partnership, or a partner of a partnership that is a general partner of the limited partnership, or a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is a general partner, or a trustee, officer, advisor, shareholder or beneficiary of a business trust which is a general partner, or acting in such capacity; (2) consulting with and advising or rendering professional services to a general partner with respect to any matter, including the business of the limited partnership; (3) acting as surety or endorser for the limited partnership, or guaranteeing or providing security for or lending money to or assuming one or more debts of the limited partnership; (4) approving or disapproving an amendment to the partnership agreement, or calling, requesting, or participating in any meeting of general and limited partners or limited partners; (5) taking any action to bring, prosecute, or terminate any derivative action brought in the right of the limited partnership; (6) proposing, approving, disapproving, or voting on any one or more of the following matters: (A) the amendment of the partnership agreement or certificate of limited partnership; (B) the dissolution and winding up of the limited partnership; (C) the sale, exchange, lease, mortgage, assignment, pledge, or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership; (D) the merger or consolidation of the limited partnership or election to continue the business of the limited partnership; (E) the incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership; (F) a change in the nature of the business; (G) the admission or removal of a partner; (H) a transaction or other matter involving an actual or potential conflict of interest; (I) in respect of a limited partnership which is registered as an investment company under an act of Congress entitled Investment Company Act of 1940, any matter required by said Investment Company Act of 1940, or the rules and regulations promulgated thereunder, to be approved by holders of beneficial interests in an investment company; (J) such other matters as are required for submission to limited partners by federal or state securities laws or rules or regulations thereunder, or rules of self-regulatory bodies governing the trading of limited partnership interests; (K) the indemnification of any partner or other person; or (L) such other matters as are stated in the partnership agreement to be subject to approval, disapproval or vote by the limited partners; (7) consulting with or advising, or being an officer, director, shareholder, partner, member, manager, agent or employee of, or being a fiduciary for, any person in which the limited partnership has an interest; (8) winding up the limited partnership pursuant to section 121-803 of this article; or (9) exercising any right or power permitted to limited partners under this article and not specifically enumerated in this subdivision. (c) The enumeration in subdivision (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership. (d) A limited partner who expressly consents in writing to his name being used in the name of the limited partnership is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. (e) A limited partner does not participate in the control of the business within the meaning of subdivision (a) of this section regardless of the nature, extent, scope, number or frequency of the limited partner`s possessing or, regardless of whether or not the limited partner has the rights or powers, exercising or attempting to exercise one or more of the rights or powers or having or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in one or more of the capacities which are permitted under this section. S 121-304. Person erroneously believing himself a limited partner. (a) Except as provided in subdivision (b) of this section, a person who makes a contribution to a limited partnership and erroneously but in good faith believes that he has become a limited partner in the limited partnership is not a general partner in the limited partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the limited partnership or exercising any rights of a limited partner, if, on ascertaining the mistake, he: (1) causes an accurate certificate of limited partnership or a certificate of amendment to be executed and filed; or (2) withdraws from the partnership by executing and delivering to the limited partnership a written notice declaring withdrawal under this section. (b) A person who makes a contribution of the kind described in subdivision (a) of this section is liable as a general partner to any third party who transacts business with the limited partnership (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party reasonably believed, based upon the limited partner`s conduct, that the limited partner was a general partner and extended credit to the partnership in reasonable reliance on the credit of such person. S 121-401. Admission of additional general partners. After the effective date of the original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement, or if the partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners. S 121-402. Events of withdrawal of a general partner. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) the general partner withdraws from the limited partnership as provided in section 121-602 of this article; (b) the general partner ceases to be a general partner as provided in section 121-702 of this article; (c) the general partner is removed as a general partner as may be provided in the partnership agreement; (d) unless otherwise provided in the partnership agreement or approved by all partners, the general partner (i) makes an assignment for the benefit of creditors, (ii) is the subject of an order for relief under Title 11 of the United States Code, (iii) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, (iv) files an answer or other pleading, admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature, or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties; (e) unless otherwise provided in the partnership agreement or approved by all partners, (i) if within one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed or stayed, or within ninety days after the expiration of any such stay, the proceeding has not been dismissed, or (ii) if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety days after the expiration of any such stay, the appointment is not vacated; (f) in the case of a general partner who is a natural person, (i) his death or (ii) the entry of a judgment by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (g) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (h) in the case of a general partner that is a partnership, unless the partnership agreement of such partnership provides for the right of any one or more of the partners of such partnership to continue the business of such partnership and such partnership is so continued, the dissolution and commencement of winding up of such partnership; (i) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (j) in the case of a general partner that is an estate, the distribution by the fiduciary of the estate`s entire interest in the limited partnership; or (k) in the case of a general partner that is a limited liability company, unless the operating agreement of such limited liability company provides for the right of any member of such limited liability company to continue the limited liability company and such limited liability company is so continued, the dissolution and commencement of winding up of such limited liability company.
Partnerhship Law Index
Civil Practice Law & Rules
Consolidated Laws
Statute of Limitations
S 121-403. General powers and liabilities. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the limited partnership and the other partners. (c) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the limited partnership and to the other partners. S 121-404. Contributions by a general partner. A general partner of a limited partnership shall make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A person who is a general partner also may make contributions and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. S 121-405. Classes and voting by general partners. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights and powers as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes of general partners having such relative rights and powers as may from time to time be established pursuant to the partnership agreement including rights and powers senior to existing classes of general partners. The partnership agreement may grant to all or to one or more classes of general partners the right to vote, on a per capita, class or other basis, upon any matter. (b) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. S 121-501. Form of contribution. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to render services. S 121-502. Liability for contributions. (a) Except as provided in the partnership agreement, a partner is obligated to perform any promise, to contribute cash or property or to perform services which is otherwise enforceable in accordance with applicable law, even if he is unable to perform because of death, disability or any other reason. Except as provided in the partnership agreement, if a partner does not make any required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records if so stated, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law. (b) Unless otherwise provided in the partnership agreement and except as provided in section 121-705 of this article, the obligation of a partner to make a contribution or to return money or other property paid or distributed in violation of this article may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit in reliance on that obligation may enforce the original obligation to the extent he reasonably relied on such obligation. (c) A partnership agreement may provide that the interest of any partner who fails to make any required contribution shall be subject to specified consequences of such failure. Such consequences may take the form of reducing or eliminating the defaulting partner`s interest in the limited partnership, subordinating his partnership interest to that of nondefaulting partners, a forced sale of his partnership interest, the lending by other partners of the amount necessary to meet his commitment, a fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value, or other consequences. S 121-503. Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among the classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value, as stated in the records of the limited partnership if so stated, of the contributions, but not including defaulted obligations to make contributions, of each partner to the extent they have been received by or promised to the limited partnership and have not been returned. S 121-504. Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement which may, among other things, establish record dates for distributions. If the partnership agreement does not so provide, distributions shall be allocated on the basis of the value, as stated in the records of the limited partnership, if so stated, of the contributions, but not including defaulted obligations to make contributions, of each partner to the extent they have been received by or promised to the limited partnership and have not been returned. S 121-601. Interim distributions. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. S 121-602. Withdrawal of a general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement, which may be determined as set forth in the partnership agreement, and offset the damages against the amount otherwise distributable to him. S 121-603. Withdrawal of a limited partner. (a) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up of the limited partnership. (b) A limited partnership whose original certificate of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement. S 121-604. Right to distribution upon withdrawal. Except as provided in this article upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership. S 121-605. Distribution in kind. Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership. S 121-606. Right to distribution. Subject to sections 121-607 and 121-804 of this article, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. S 121-607. Limitations on distribution. (a) A limited partnership shall not make a distribution to a partner to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which recourse of creditors is limited to specified property of the limited partnership, exceed the fair market value of the assets of the limited partnership, except that the fair market value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. (b) A limited partner who receives a distribution in violation of subdivision (a) of this section, and who knew at the time of the distribution that the distribution violated subdivision (a) of this section, shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subdivision (a) of this section, and who did not know at the time of the distribution that the distribution violated subdivision (a) of this section, shall not be liable for the amount of the distribution. Subject to subdivision (c) of this section, this subdivision shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a limited partner who receives a wrongful distribution from a limited partnership shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution. S 121-701. Nature of partnership interest. An interest in a limited partnership is personal property and a partner has no interest in specific partnership property. S 121-702. Assignment of partnership interest. (a) Except as provided in the partnership agreement, (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; (3) The only effect of an assignment is to entitle the assignee to receive, to the extent assigned, the distributions and allocations of profits and losses to which the assignor would be entitled; and (4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest. Unless otherwise provided in the partnership agreement, the pledge of, or the granting of a security interest, lien or other encumbrance in or against, any or all of the partnership interest of a partner shall not cause the partner to cease to be a partner or to have the power to exercise any rights or powers of a partner. (b) The partnership agreement may provide that a limited partner`s interest may be evidenced by a certificate issued by the partnership and may also provide for the assignment or transfer of any of the interest represented by such a certificate. A limited partner`s interest may be a certificated security or an uncertificated security within the meaning of section 8--102 of the uniform commercial code if the requirements of section 8--103(c) are met, and if the requirements are not met shall be deemed to be a general intangible. (c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment. S 121-703. Rights of creditor. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This article does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. S 121-704. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if (i) the assignor gives the assignee that right in accordance with authority granted in the partnership agreement, or (ii) all partners consent in writing, or (iii) to the extent that the partnership agreement so provides. (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this article. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in section 121-502 of this article, but shall not be liable for the obligations of his assignor under sections 121-603 and 121-607 of this article. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section 121-502 of this article, unknown to the assignee at the time he becomes a limited partner. S 121-705. Liability upon assignment. (a) The assignor of a partnership interest is not released from any liability under this article or the partnership agreement, except liabilities which arise after the effectiveness of the assignment and are pursuant to section 121-207 of this article, section 121-607 of this article or, in the event the assignee becomes a limited partner, unless otherwise provided in the partnership agreement, section 121-502 of this article. (b) An assignee who becomes a limited partner is liable for the obligations to make contributions and return distributions as provided for in this article, provided, however, that the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement and provided, further, that the assignee is not obligated for any accrued liabilities of the assignor at the time of assignment unless the assignee specifically assumes such liabilities. S 121-706. Power of estate of deceased or incompetent partner. Subject to subdivision (f) of section 121-402 of this article, if a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner`s executor, administrator, guardian, conservator or other legal representative may exercise all of the partner`s rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. S 121-801. Nonjudicial dissolution. A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (a) at the time, if any, provided in the certificate of limited partnership; (b) at the time or upon the happening of events specified in the partnership agreement; (c) subject to any requirement in the partnership agreement requiring approval by any greater or lesser percentage of limited partners and general partners, upon the written consent (1) of all of the general partners and (2) of a majority in interest of each class of limited partners; (d) an event of withdrawal of a general partner unless (1) at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, or (2) unless the partnership agreement provides otherwise, if within ninety days after the withdrawal of the last general partner, not less than a majority in interest of the limited partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or desired; or (e) entry of a decree of judicial dissolution under section 121-802 of this article. (f) a limited partnership whose original certificate of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement. S 121-802. Judicial dissolution. On application by or for a partner, the supreme court in the judicial district in which the office of the limited partnership is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. A certified copy of the order of dissolution shall be filed by the applicant with the department of state within thirty days of its issuance. S 121-803. Winding up. (a) In the event of a dissolution of a limited partnership, except for a dissolution pursuant to section 121-802 of this article, unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership`s affairs; upon cause shown, the supreme court in the judicial district in which the office of the limited partnership is located may wind up the limited partnership`s affairs upon application of any partner, his legal representative, or assignee, and in connection therewith may appoint a receiver or liquidating trustee. (b) Upon dissolution of a limited partnership, the persons winding up the limited partnership`s affairs may, in the name of, and for and on behalf of, the limited partnership prosecute and defend suits, whether civil, criminal or administrative, settle and close the limited partnership`s business, dispose of and convey the limited partnership`s property, discharge the limited partnership`s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners including limited partners participating in the winding up of the limited partnership`s affairs. S 121-804. Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (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. S 121-901. Law governing. Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners. S 121-902. Application for authority, contents. (a) Before doing business in this state, a foreign limited partnership shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by the jurisdiction of organization, a certified copy of a restated certificate of limited partnership and all subsequent amendments thereto or, if no restated certificate has been filed, a certified copy of the certificate filed as its organizational basis and all amendments thereto (if such certificate or certified copy is in a foreign language, a translation thereof under oath of the translator shall be attached thereto) and (ii) an application for authority as a foreign limited partnership entitled "Application for authority of...(name of limited partnership) under Section 121-902 of the Revised Limited Partnership Act," signed by a general partner and setting forth: (1) the name of the foreign limited partnership and, if a foreign limited partnership`s name is not acceptable for authorization pursuant to section 121-102 of this article, the fictitious name under which it proposes to apply for authority and do business in this state, which name shall be in compliance with section 121-102 of this article and shall be used by the foreign limited partnership in all its dealings with the department of state and in the conduct of its business in this state. (The provisions of section one hundred thirty of the general business law shall not apply to any fictitious name filed by a foreign limited partnership pursuant to this section, and a filing under section one hundred thirty of the general business law shall not constitute the adoption of a fictitious name.); (2) the jurisdiction and date of its organization; (3) the county within this state in which the office of the limited partnership is to be located; (4) a designation of the secretary of state as its agent upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him; (5) if it is to have a registered agent, his name and address within the state and a statement that the registered agent is to be its agent upon whom process may be served; (6) the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership; (7) a list of the names and business or residence addresses of all general partners; (8) a statement that the foreign limited partnership is in existence in the jurisdiction of its organization at the time of the filing of such application; and (9) the name and address of the authorized officer in its jurisdiction of its organization where a copy of its certificate of limited partnership is filed and, if no public filing of its certificate of limited partnership is required by the law of its jurisdiction of organization, a statement that the limited partnership shall provide, on request, a copy thereof with all amendments thereto (if such documents are in a foreign language, a translation thereof under oath of the translator shall be attached thereto), and the name and post office address of the person responsible for providing such copies. (b) Without excluding other activities which may not constitute doing business in this state, a foreign limited partnership shall not be considered to be doing business in this state for the purposes of this article, by reason of carrying on in this state any one or more of the following activities: (1) maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting settlement thereof or the settlement of claims or disputes; (2) holding meetings of its partners, general or limited; (3) maintaining bank accounts; or (4) maintaining offices or agencies only for the transfer, exchange and registration of its partnership interests, or appointing and maintaining depositaries with relation to its partnership interests. (c) The specification in subdivision (b) of this section does not establish a standard for activities which may subject a foreign limited partnership to service of process under this article or any other statute of this state. (d) Within one hundred twenty days after the filing of the application for authority, 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 within this state in which the office of the limited partnership is located, 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 department of state. The notice shall include: (1) the name of the foreign limited partnership and the fictitious name under which it applied for authority to do business in this state, if any; (2) the date of filing of the application for authority with the secretary of state; (3) the jurisdiction and date of its organization; (4) the county within this state in which the office of the limited partnership is to be located; (5) a statement that the secretary of state has been designated as its agent upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; (6) if it has a registered agent, his or her name and address within the state and a statement that the registered agent is its agent upon whom process may be served; (7) the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership; (8) a statement that the list of the names and business or residence addresses of all general partners is available from the secretary of state; (9) the name and address of the authorized officer in its jurisdiction of organization where a copy of its certificate of limited partnership is filed and, if no public filing of its certificate of limited partnership is required by the law of its jurisdiction of organization, a statement that the limited partnership shall provide, on request, a copy thereof with all amendments thereto (if such documents are in a foreign language, a translation thereof under oath of the translator shall be attached thereto), and the name and post office address of the person responsible for providing such copies; and (10) the character or purpose of the business of such partnership. Failure to cause such notice to be published or to file such proof within one hundred twenty days of the filing of the application for authority shall prohibit the limited partnership from maintaining any action or special proceeding in this state unless and until such limited partnership causes such notice to be published and files such proof of publication. The failure of a limited partnership to cause such notice to be published or to file proof of publication shall not impair the validity of any contract or act of the limited partnership or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the limited partnership from defending any action or special proceeding in this state. S 121-903. Certificate of amendment. (a) A foreign limited partnership may amend its application for authority from time to time if the amendments contain only such provisions as might be lawfully contained in an application for authority at the time of making such amendment. To accomplish such amendment, a certificate, entitled "Certificate of amendment of...(name of limited partnership) under section 121-903 of the Revised Limited Partnership Act," shall be signed and delivered to the department of state. It shall set forth: (1) the name of the foreign organization as it appears on the index of names of existing domestic and authorized foreign limited partnerships of any type or kind in the department of state, and the fictitious name, if any, the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article; (2) the jurisdiction of its organization; (3) the date it was authorized to do business in this state; (4) each amendment effected thereby; and (5) if the true name of the foreign limited partnership is to be changed, a statement that the change of name has been effected under the laws of the jurisdiction of its organization and the date the change was so effected. (b) Every foreign limited partnership which has received a filing receipt evidencing authority as provided herein, shall, within ninety days after it has changed its name in the jurisdiction of its formation file an amendment to its application with the department of state under subdivision (a) of this section. S 121-903-A. Certificate of change. (a) A foreign limited partnership may change its application for authority by filing with the department of state a certificate of change entitled "Certificate of Change of ........ (name of limited partnership) under Section 121-903-A of the Revised Limited Partnership Act" and shall be signed and delivered to the department of state. A certificate of change may (i) change the location of the limited partnership`s office; (ii) change the post office address to which the secretary of state shall mail a copy of process against the limited partnership served upon him; and (iii) make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent. It shall set forth: (1) the name of the foreign limited partnership and, if applicable, the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article; (2) the date its application for authority was filed by the department of state; and (3) each change effected thereby. (b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a foreign limited partnership served upon him or the address of the registered agent, provided such address being changed is the address of a person, partnership or corporation whose address, as agent, is the address to be changed or who has been designated as registered agent for such foreign limited partnership shall be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subdivision (a) of this section; that a notice of the proposed change was mailed to the foreign limited partnership by the party signing the certificate not less than thirty days prior to the date of delivery to the department of state and that such foreign limited partnership has not objected thereto; and that the party signing the certificate is the agent of such foreign limited partnership to whose address the secretary of state is required to mail copies of process or the registered agent, if such be the case. A certificate signed and delivered under this subdivision shall not be deemed to effect a change of location of the office of the limited partnership in whose behalf such certificate is filed. S 121-904. Application for authority; effect. (a) Upon filing by the department of state of the application for authority the foreign limited partnership shall be authorized to do business in this state. Such authority shall continue so long as it retains its authority to do business in the jurisdiction of its formation and its authority to do business has not been surrendered, suspended or annulled in accordance with the law. (b) A foreign limited partnership which has received a certificate of authority shall have such powers to conduct business in this state as are permitted by the laws of the jurisdiction in which it was organized but no greater than those of a domestic limited partnership; provided, that this subdivision shall not affect the powers of the foreign limited partnership outside this state. S 121-905. Surrender of certificate of authority. (a) A foreign limited partnership may surrender its certificate of authority by filing with the department of state a certificate entitled, "Certificate of surrender of authority of.... (name of limited partnership)" signed by a general partner, or by a trustee, receiver or other person authorized by law to wind up such partnership. The authority of the foreign limited partnership to do business in this state shall terminate on such filing of the certificate of surrender of authority. A surrender shall not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this state. (b) The certificate of surrender of authority shall state: (1) the name of the foreign limited partnership as it appears on the index of names of existing domestic and authorized foreign limited partnerships of any type or kind in the department of state, and the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article; (2) the jurisdiction where it was organized; (3) the date on which its certificate of authority to do business in this state was filed with the department of state; (4) that it surrenders its authority to do business in this state; (5) that it revokes the authority of its registered agent, if any, previously designated, and that it consents that process against it in any action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of state in the manner set forth in section 121-109 of this article; and (6) a post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him. S 121-906. Termination of existence. When a foreign limited partnership which has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or cancelled in the jurisdiction of its organization or when such foreign limited partnership is merged into or consolidated with another foreign limited partnership, (i) a certificate of the secretary of state, or official performing the equivalent function as to limited partnership records, in the jurisdiction of organization of such limited partnership attesting to the occurrence of any such event, or (ii) a certified copy of an order or decree of a court of such jurisdiction directing the dissolution of such foreign limited partnership, the termination of its existence or the surrender of its authority, shall be delivered to the department of state. The filing of the certificate, order or decree shall have the same effect as the filing of a certificate of surrender of authority under section 121-905 of this article. The secretary of state shall continue as agent of the foreign limited partnership upon whom process against it may be served in the manner set forth in section 121-109 of this article, in any action or proceeding based upon any liability or obligation incurred by the foreign limited partnership within this state prior to the filing of such certificate, order or decree. The post office address may be changed by filing with the department of state a certificate of amendment under section 121-903 or a certificate of change under section 121-903-A of this article. S 121-907. Doing business without certificate of authority. (a) A foreign limited partnership doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such partnership shall have received a certificate of authority in this state and shall have filed proof of publication pursuant to section 121-902 of this article. (b) The failure of a foreign limited partnership that is doing business in this state to comply with the provision of this article does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or special proceeding in any court of this state. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership`s doing or having done business in this state without having received a certificate of authority. (d) A foreign limited partnership by doing business in this state without authority appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited partnership may be served upon the secretary of state in the manner set forth in section 121-109 of this article. S 121-908. Violations. The attorney general shall, upon his own motion or upon the motion of proper parties, bring an action to restrain a foreign limited partnership without a certificate of authority from doing any business in this state in violation of this article, or from doing any business in this state which is prohibited under the laws of this state. The attorney general may bring an action or special proceeding to annul the authority of a foreign limited partnership which is doing any business in this state which is prohibited under the laws of this state. The attorney general shall deliver a certified copy of the order of annulment to the department of state. Upon the filing thereof by the department of state the certificate of authority of the foreign limited partnership to do business in this state shall be annulled, and the provisions of section 121-906 of this article shall thereafter be applicable. The secretary of state shall continue as agent of the foreign limited partnership upon whom process against it may be served in any action, suit or special proceeding based upon any liability or obligation incurred by the foregoing foreign limited partnership within the state prior to the filing of the certified copy of the order of annulment by the department of state. S 121-1001. Parties to actions. A limited partner, unless he is also 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 121-1002 of this article. S 121-1002. Limited partners` derivative action. (a) A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if all general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. (b) In a derivative action, at least one plaintiff must be a limited partner at the time of bringing the action and (i) at the time of the transaction of which he complains, or (ii) his status as a limited partner had devolved upon him by operation of law or in accordance with the terms of the partnership agreement from a person who was a partner at the time of the transaction of which he complains. (c) In a derivative action, the complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by a general partner, or the reasons for not making such effort. (d) A derivative 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 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 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 expenses 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. (e) If the derivative action on behalf of the limited partnership is successful, in whole or in part, or if anything is 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 limited partnership for the remainder of the proceeds so received by him or them. This subdivision shall not apply to any judgment rendered for the benefit of injured limited partners only and limited to a recovery of the loss or damage sustained by them. S 121-1003. Security for expenses. In a derivative action, brought pursuant to section 121-1002 of this article, unless the contributions of or allocable to the plaintiff or plaintiffs 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 attorney`s 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 or under any contract or otherwise under law. The limited partnership shall have recourse to such security in such amount as the court having jurisdiction of such action shall determine upon the termination of such action. Notwithstanding the first sentence of this section, the amount of any security may from time to time be determined in the discretion of the court having jurisdiction of such action, even if the five percent of contributions or fifty thousand dollar value test is met, upon a showing of the need therefor. S 121-1004. Indemnification of general partner. (a) No provision made to indemnify general partners for the defense of a derivative action, brought pursuant to section 121-1002 of this article, whether contained in the partnership agreement or otherwise, nor any award of indemnification by a court, shall be valid unless consistent with this section. Nothing contained in this section shall affect any rights to indemnification to which limited partners, employees and agents of the limited partnership who are not general partners may be entitled by contract or otherwise under law. (b) A limited partnership may indemnify, and may advance expenses to, any general partner, including a 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, is or was a general partner in the limited partnership, provided that no indemnification may be made to or on behalf of any general partner if a judgment or other final adjudication adverse to the general partner establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. S 121-1101. Merger and consolidation of limited partnerships. One or more limited partnerships formed under this article or which complies with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, a limited partnership formed under this article or which complies with subdivision (a) of such section or under the law of any other state. Whenever used in this article, "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. S 121-1102. Procedure for merger or consolidation. (a) The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and conditions of the conversion of the interests of general and limited partners of the constituent limited partnerships into general and limited partnership interests in the surviving or resulting limited partnership or the cash or other consideration to be paid or delivered in exchange for interests in a constituent limited partnership, or a combination thereof. The agreement shall be submitted to the partners of each constituent limited partnership at a regular or special meeting called on twenty days notice or such greater notice as the partnership agreement may provide. Subject to any requirement in the partnership agreement requiring approval by any greater or lesser, which shall not be less than a majority in interest, percentage of limited partners, the agreement shall be approved on behalf of each constituent limited partnership (i) by such vote of general partners as shall be required by the partnership agreement, or, if no provision is made, by all general partners, and (ii) by limited partners representing a majority in interest of each class of limited partners. Notwithstanding authorization by the partners, the plan of merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the plan of merger or consolidation. (b) Any limited partner of a limited partnership which is a party to a proposed merger or consolidation may, prior to that time of the meeting at which such merger or consolidation is to be voted on, file with the limited partnership written notice of dissent from the proposed merger or consolidation. Such notice of dissent may be withdrawn by the dissenting limited partner at any time prior to the effective date of the merger or consolidation and shall be deemed to be withdrawn if the limited partner casts a vote in favor of the proposed merger or consolidation. (c) Upon the effectiveness of the merger or consolidation the dissenting limited partner of any constituent limited partnership shall not become or continue to be a limited partner of the surviving or resulting limited partnership, but shall be entitled to receive in cash from the surviving or resulting limited partnership the fair value of his interest in the limited partnership as of the close of business of the day prior to the effective date of the merger or consolidation in accordance with section 121-604 of this article, but without taking account of the effect of the merger or consolidation. (d) A limited partner of a constituent limited partnership who has a right under this article to demand payment for his partnership interest shall not have any right at law or in equity under this article to attack the validity of the merger or consolidation, or to have the merger or consolidation set aside or rescinded, except in an action or contest with respect to compliance with the provisions of the partnership agreement or subdivision (a) of this section. (e) A limited partnership whose original certificate of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement. S 121-1103. Certificate of merger or consolidation; contents. (a) After adoption of the plan of merger or consolidation by the partners of each constituent limited partnership, unless the merger or consolidation is abandoned in accordance with subdivision (a) of section 121-1102 of this article, a certificate of merger or consolidation, entitled "Certificate of merger (or consolidation) of........ and....... into.......... (names of limited partnership) under Section 121-1103 of the Revised Limited Partnership Act", shall be signed on behalf of each constituent limited partnership and delivered to the department of state. The certificate of merger or consolidation shall set forth: (1) The name of each constituent limited partnership, and if the name has been changed, the name under which it was formed; and the name of the surviving limited partnership, or the name of the consolidated limited partnership; (2) If a constituent is a domestic limited partnership, the date when its certificate of limited partnership was filed with the department of state under this article, or the date when and the county in which its original certificate of limited partnership was filed under article eight of this chapter; (3) If a constituent is a foreign limited partnership the jurisdiction and date of filing of its original certificate of limited partnership and the date when its application for authority was filed by the department of state or if no such application has been filed, a statement to such effect and (if the constituent foreign limited partnership is the survivor) that it is not to do business in this state until an application for such authority shall have been filed by the department of state; (4) If a domestic limited partnership is the surviving limited partnership, such changes in its certificate of limited partnership as shall be necessary by reason of merger; (5) If a domestic limited partnership is the resulting limited partnership in a consolidation, the matters required to be set forth under section 121-201 of this article; (6) If the surviving or resulting limited partnership is a foreign limited partnership: An agreement that the surviving or consolidated foreign limited partnership may be served with process in this state in any action or special proceeding for the enforcement of any liability or obligation of any domestic limited partnership or of any foreign limited partnership previously amenable to suit in this state which is a constituent limited partnership in such merger or consolidation, and for the enforcement as provided in this article, of the right of partners of any domestic limited partnership to receive payment for their interest against the surviving or consolidated limited partnership; and (7) A designation of the secretary of state as its agent upon whom process against it may be served in the manner set forth in section 121-109 of this article in any action or special proceeding, and a post office address, within or without this state, to which the secretary of state shall mail a copy of any process served upon him. Such post office address shall supersede any prior address designated as the address to which process shall be mailed. (b) The merger or consolidation shall be effective upon the filing thereof by the department of state of the certificate, or at such later date not more than thirty days after the date of such filing as the certificates filed may provide. S 121-1104. Effect of merger or consolidation. When such merger or consolidation has been effected: (a) all the property, real and personal, tangible and intangible, of each constituent limited partnership shall vest in the surviving or resulting limited partnership; (b) to the extent provided in the plan of merger or consolidation, the partners of each constituent limited partnership shall continue or become partners in the surviving or resulting limited partnership with such interest as the agreement of merger or consolidation shall provide; (c) the surviving or resulting limited partnership shall be liable for all debts, obligations, liabilities and penalties of each constituent limited partnership as though each such debt, obligation, liability or penalty had been originally incurred by such surviving or resulting limited partnership; and (d) no action, suit or proceeding, civil or criminal, then pending by or against any such constituent limited partnership in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or proceed against such surviving or resulting limited partnership. S 121-1105. Payment for interest of dissenting limited partners. (a) Within ten days after the occurrence of an event described in section 121-1102 of this article, the surviving or resulting limited partnership shall send to each dissenting former limited partner a written offer to pay in cash the fair value of such former partner`s interest. Payment in cash shall be made to each former limited partner accepting such offer within ten days after notice of such acceptance is received by the surviving or resulting limited partnership. (b) If a former limited partner and the surviving or resulting limited partnership fail to agree on the price to be paid for the former limited partner`s partnership interest within ninety days after the surviving or resulting limited partnership shall have made the offer provided for in subdivision (a) of this section, or if the limited partnership or surviving limited partnership shall fail to make such an offer within the period provided for in subdivision (a) of this section, the procedure provided for in paragraphs (h)-(k) of section six hundred twenty-three of the business corporation law shall apply, as they may be amended from time to time. (c) A payment under this section shall constitute a return of a partner`s contribution for the purposes of section 121-607 of this article. S 121-1106. Mergers and consolidations involving other business entities. One or more domestic limited partnerships formed under this article or which comply with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, one or more other business entities formed under the law of this state or the law of any other state, in each case with the surviving or resulting entity being a limited partnership or a domestic or foreign other business entity; provided that (i) any limited partnership so merging or consolidating complies with the provisions of this chapter so far as applicable to it and as applicable to any surviving or resulting limited partnership and (ii) any such other business entity so merging or consolidating complies with the applicable provisions of the statute governing such other business entity. With respect to adoption of an agreement of merger or consolidation pursuant to section 121-1102 of this article, the general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation (to be submitted to the partners of the limited partnership as provided in subdivision (a) of section 121-1102) setting forth the terms and conditions of the conversion of the interests of the general and limited partners of such constituent limited partnerships into interests in the surviving or resulting entity or the cash or other consideration to be paid or delivered in exchange for interests in such constituent limited partnerships, or a combination thereof. The rights of any dissenting limited partner of any constituent limited partnership shall be as provided in this chapter whether the surviving or resulting entity is a limited partnership or a domestic or foreign other business entity. The certificate of merger or consolidation required pursuant to section 121-1103 of this article shall include the information required by paragraphs one, two, three and six of subdivision (a) of such section (as applicable) as to the constituent other business entities. The provisions of section 121-1104 of this article shall govern the effect of the merger or consolidation with respect to the property of, debts, obligations, liabilities and penalties of, and actions, suits and proceedings by or against, the constituent limited partnership if the survivor or resultant entity therefrom is a limited partnership. S 121-1201. Existing limited partnership. (a) All limited partnerships formed on or after the effective date of this article shall be governed by this article. (b) Except as provided in section 121-1202 of this article, all domestic limited partnerships formed under the laws of this state prior to the effective date of this article shall continue to be governed by article eight of this chapter, as amended, in the same manner as if this article had not been enacted. (c) All foreign limited partnerships which have authority to do business in New York on such effective date shall be deemed to have received authority under this article and such foreign limited partnerships shall not be required to take any action with respect thereto. S 121-1202. Adoption by previously formed limited partnerships. (a) A limited partnership formed under the laws of this state prior to the effective date of this article may adopt and thereafter be governed by this article by filing with the department of state a certificate of limited partnership conforming to the requirements of section 121-201 of this article. Such certificate (i) shall be entitled "Certificate of adoption of Revised Limited Partnership Act of...(name of limited partnership) under Section 121-1202 of the Revised Limited Partnership Act", and (ii) shall state the date and the county in which its original certificate of limited partnership was filed, as well as the name of the limited partnership as provided in such original certificate, if different. Simultaneously, such limited partnership shall file a notice with the county clerk of the county in which its prior certificate was filed stating that it has filed a certificate under this article in the department of state. (b) On and after the effective date of this article, any limited partnership formed under the laws of the state prior to the effective date of this article which does not elect to be governed by this article which would be required under article eight to amend its certificate of limited partnership or wishes to amend its certificate of limited partnership shall file such amendment with the department of state, together with a certificate of adoption as described in subdivision (a) of this section. Such amendment shall (i) contain a caption that such amendment is filed pursuant to this subdivision and (ii) shall state (A) the date on which and the county in which its original certificate of limited partnership was filed as well as the name of the limited partnership as provided in such original certificate, if different; and (B) if the principal place of business stated in such original certificate of limited partnership has been changed to another county and an amendment thereto filed with the county clerk of the county in which such principal place of business was changed, the date on and the county in which such amendment was filed. Simultaneously, such limited partnership shall file a notice with the county clerk of the county in which its prior certificate was filed stating that it has filed an amendment to its certificate under this section. Following the filing of an initial notice to such clerks of the county no further notice of any additional amendments need be filed with such clerks of the county. (c) Notwithstanding the provisions of section 121-102 of this article, any limited partnership not electing to be governed by this article may continue to use the name under which it has heretofore done business in this state. A limited partnership electing not to be governed by this article upon filing the amendments provided for in subdivision (b) of this section shall thereafter be governed by this article and not by the law previously applicable to it. (d) Unless otherwise provided in the partnership agreement of the limited partnership organized prior to the effective date of this article, the general partners of such limited partnership shall have the power and authority to elect whether at any time such limited partnership shall be governed by this article. S 121-1300 Fees. Except as otherwise provided, the department of state shall collect the following fees and deposit such fees in the corporations, state records and uniform commercial code account pursuant to this article: (a) For the reservation of a limited partnership name pursuant to section 121-103 of this article, twenty dollars. (d) For the resignation of a registered agent for service of process pursuant to subdivision (c) of section 121-105 of this article, twenty dollars. (e) For filing a certificate of limited partnership pursuant to section 121-201 of this article, two hundred dollars. (f) For filing an affidavit of publication pursuant to either section 121-201 or 121-902 of this article, twenty-five dollars. (g) For filing a certificate of amendment pursuant to section 121-202 of this article, sixty dollars. (h) For filing a certificate of cancellation pursuant to section 121-203 of this article, sixty dollars. (i) For filing a restated certificate of limited partnership pursuant to section 121-208 of this article, sixty dollars. (j) For filing a judicial dissolution pursuant to section 121-802 of this article, sixty dollars. (k) For filing an application for authority pursuant to section 121-902 of this article, two hundred dollars. (l) For filing an amendment to an application for authority pursuant to section 121-903 of this article, sixty dollars. (m) For filing a certificate of surrender of authority pursuant to section 121-905 of this article, sixty dollars. (n) For filing a certificate of termination of existence pursuant to section 121-906 of this article, sixty dollars. (o) For filing a certificate of merger or consolidation pursuant to section 121-1103 of this article, sixty dollars. (p) For filing a certificate of adoption pursuant to section 121-1202 of this article, two hundred dollars. (q) For filing a certificate of resignation for receipt for process pursuant to section 121-104-A of this article, ten dollars. (r) For service of process on the secretary of state pursuant to section 121-104-A or section 121-109 of this article, forty dollars. No fee shall be collected for process served on behalf of a county, city, town or village or other political subdivision of the state. (s) For filing a certificate of change pursuant to subdivision (a) of section 121-202-A or subdivision (a) of section 121-903-A of this article, thirty dollars, and for filing a certificate of change pursuant to subdivision (b) of section 121-202-A or subdivision (b) of section 121-903-A of this article, five dollars.