New York Partnership Law

Every section of the New York Partnership Law, in order — 165 sections. Source: NY Senate Open Legislation, current through November 4, 2026.

• N.Y. P'ship Law § 1 — Short title
• N.Y. P'ship Law § 2 — General definitions
• N.Y. P'ship Law § 3 — Interpretation of knowledge and notice
• N.Y. P'ship Law § 4 — Rules of construction
• N.Y. P'ship Law § 5 — Rules for cases not provided for in this chapter
• N.Y. P'ship Law § 10 — Partnership defined
• N.Y. P'ship Law § 11 — Rules for determining the existence of a partnership
• N.Y. P'ship Law § 12 — Partnership property
• N.Y. P'ship Law § 20 — Partner agent of partnership as to partnership business
• N.Y. P'ship Law § 21 — Conveyance of real property of the partnership
• N.Y. P'ship Law § 22 — Partnership bound by admission of partner
• N.Y. P'ship Law § 23 — Partnership charged with knowledge of or notice to partner
• N.Y. P'ship Law § 24 — Partnership bound by partner's wrongful act
• N.Y. P'ship Law § 25 — Partnership bound by partner's breach of trust
• N.Y. P'ship Law § 26 — Nature of partner's liability
• N.Y. P'ship Law § 27 — Partner by estoppel
• N.Y. P'ship Law § 28 — Liability of incoming partner
• N.Y. P'ship Law § 40 — Rules determining rights and duties of partners
• N.Y. P'ship Law § 41 — Partnership books
• N.Y. P'ship Law § 42 — Duty of partners to render information
• N.Y. P'ship Law § 43 — Partner accountable as a fiduciary
• N.Y. P'ship Law § 44 — Right to an account
• N.Y. P'ship Law § 45 — Continuation of partnership beyond fixed term
• N.Y. P'ship Law § 50 — Extent of property rights of a partner
• N.Y. P'ship Law § 51 — Nature of a partner's right in specific partnership property
• N.Y. P'ship Law § 52 — Nature of partner's interest in the partnership
• N.Y. P'ship Law § 53 — Assignment of partner's interest
• N.Y. P'ship Law § 54 — Partner's interest subject to charging order
• N.Y. P'ship Law § 60 — Dissolution defined
• N.Y. P'ship Law § 61 — Partnership not terminated by dissolution
• N.Y. P'ship Law § 62 — Causes of dissolution
• N.Y. P'ship Law § 63 — Dissolution by decree of court
• N.Y. P'ship Law § 64 — General effect of dissolution on authority of partner
• N.Y. P'ship Law § 65 — Right of partner to contribution from copartners after dissolution
• N.Y. P'ship Law § 66 — Power of partner to bind partnership to third persons after dissolution
• N.Y. P'ship Law § 67 — Effect of dissolution on partner's existing liability
• N.Y. P'ship Law § 68 — Right to wind up
• N.Y. P'ship Law § 69 — Rights of partners to application of partnership property 1
• N.Y. P'ship Law § 70 — Rights where partnership is dissolved for fraud, or misrepresentation
• N.Y. P'ship Law § 71 — Rules for distribution
• N.Y. P'ship Law § 71-a — Payment of wages by receivers
• N.Y. P'ship Law § 72 — Liability of persons continuing the business in certain cases
• N.Y. P'ship Law § 73 — Rights of retiring or estate of deceased partner when the business is continued
• N.Y. P'ship Law § 74 — Accrual of actions
• N.Y. P'ship Law § 75 — Continuance of partnership business during action for accounting
• N.Y. P'ship Law § 80 — When partnership or business name may be continued
• N.Y. P'ship Law § 81 — Certificate to be filed
• N.Y. P'ship Law § 82 — Fictitious firm names prohibited
• N.Y. P'ship Law § 90 — Limited partnership defined
• N.Y. P'ship Law § 91 — Formation
• N.Y. P'ship Law § 92 — Business which may be carried on
• N.Y. P'ship Law § 93 — Character of limited partner's contribution
• N.Y. P'ship Law § 94 — Name not to contain surname of limited partner; exceptions
• N.Y. P'ship Law § 95 — Liability for false statements in certificate
• N.Y. P'ship Law § 96 — Limited partner not liable to creditors
• N.Y. P'ship Law § 97 — Admission of additional limited partners
• N.Y. P'ship Law § 98 — Rights, powers and liabilities of a general partner
• N.Y. P'ship Law § 99 — Rights of a limited partner
• N.Y. P'ship Law § 100 — Status of person erroneously believing himself a limited partner
• N.Y. P'ship Law § 101 — One person both general and limited partner
• N.Y. P'ship Law § 102 — Loans and other business transactions with limited partner
• N.Y. P'ship Law § 103 — Relation of limited partners inter se
• N.Y. P'ship Law § 104 — Compensation of limited partner
• N.Y. P'ship Law § 105 — Withdrawal or reduction of limited partner's contribution
• N.Y. P'ship Law § 106 — Liability of limited partner to partnership
• N.Y. P'ship Law § 107 — Nature of interest in partnership
• N.Y. P'ship Law § 108 — Assignment of interest
• N.Y. P'ship Law § 109 — Effect of retirement, death or insanity of a general partner
• N.Y. P'ship Law § 110 — Death of limited partner
• N.Y. P'ship Law § 111 — Rights of creditors of limited partner
• N.Y. P'ship Law § 112 — Distribution of assets
• N.Y. P'ship Law § 113 — Certificate cancelled or amended
• N.Y. P'ship Law § 114 — Requirements for amendment or cancellation
• N.Y. P'ship Law § 115 — Parties to actions
• N.Y. P'ship Law § 115-a — Limited partners' derivative action brought in the right of a limited partnership to procure a judgment in its favor
• N.Y. P'ship Law § 115-b — Security for expenses in limited partners' derivative action brought in the right of the limited partnership to procure a judgment in its...
• N.Y. P'ship Law § 115-c — Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor
• N.Y. P'ship Law § 116 — Short title
• N.Y. P'ship Law § 117 — Rules of construction
• N.Y. P'ship Law § 118 — Rules for cases not covered
• N.Y. P'ship Law § 119 — Existing limited partnerships
• N.Y. P'ship Law § 121-101 — Definitions
• N.Y. P'ship Law § 121-102 — Partnership name
• N.Y. P'ship Law § 121-103 — Reservation of partnership name
• N.Y. P'ship Law § 121-104 — Statutory designation of secretary of state as agent for service of process
• N.Y. P'ship Law § 121-104-A — Resignation for receipt of process
• N.Y. P'ship Law § 121-105 — Registered agent
• N.Y. P'ship Law § 121-106 — Records
• N.Y. P'ship Law § 121-107 — Nature of business
• N.Y. P'ship Law § 121-108 — Business transactions of partner with the partnership
• N.Y. P'ship Law § 121-109 — Service of process on limited partnerships
• N.Y. P'ship Law § 121-109-A — Electronic service of process
• N.Y. P'ship Law § 121-110 — The partnership agreement
• N.Y. P'ship Law § 121-201 — Certificate of limited partnership
• N.Y. P'ship Law § 121-202 — Amendment of the certificate of limited partnership
• N.Y. P'ship Law § 121-202-A — Certificate of change
• N.Y. P'ship Law § 121-203 — Cancellation of certificate
• N.Y. P'ship Law § 121-204 — Execution of certificates
• N.Y. P'ship Law § 121-205 — Execution, amendment or cancellation by judicial act
• N.Y. P'ship Law § 121-206 — Filing with the department of state
• N.Y. P'ship Law § 121-207 — Liability for false statement in certificate
• N.Y. P'ship Law § 121-208 — Restated certificate of limited partnership
• N.Y. P'ship Law § 121-301 — Admission of limited partners
• N.Y. P'ship Law § 121-302 — Classes and voting by limited partners
• N.Y. P'ship Law § 121-303 — Liability to third parties
• N.Y. P'ship Law § 121-304 — Person erroneously believing himself a limited partner
• N.Y. P'ship Law § 121-401 — Admission of additional general partners
• N.Y. P'ship Law § 121-402 — Events of withdrawal of a general partner
• N.Y. P'ship Law § 121-403 — General powers and liabilities
• N.Y. P'ship Law § 121-404 — Contributions by a general partner
• N.Y. P'ship Law § 121-405 — Classes and voting by general partners
• N.Y. P'ship Law § 121-501 — Form of contribution
• N.Y. P'ship Law § 121-502 — Liability for contributions
• N.Y. P'ship Law § 121-503 — Sharing of profits and losses
• N.Y. P'ship Law § 121-504 — Sharing of distributions
• N.Y. P'ship Law § 121-601 — Interim distributions
• N.Y. P'ship Law § 121-602 — Withdrawal of a general partner
• N.Y. P'ship Law § 121-603 — Withdrawal of a limited partner
• N.Y. P'ship Law § 121-604 — Right to distribution upon withdrawal
• N.Y. P'ship Law § 121-605 — Distribution in kind
• N.Y. P'ship Law § 121-606 — Right to distribution
• N.Y. P'ship Law § 121-607 — Limitations on distribution
• N.Y. P'ship Law § 121-701 — Nature of partnership interest
• N.Y. P'ship Law § 121-702 — Assignment of partnership interest
• N.Y. P'ship Law § 121-703 — Rights of creditor
• N.Y. P'ship Law § 121-704 — Right of assignee to become limited partner
• N.Y. P'ship Law § 121-705 — Liability upon assignment
• N.Y. P'ship Law § 121-706 — Power of estate of deceased or incompetent partner
• N.Y. P'ship Law § 121-801 — Nonjudicial dissolution
• N.Y. P'ship Law § 121-802 — Judicial dissolution
• N.Y. P'ship Law § 121-803 — Winding up
• N.Y. P'ship Law § 121-804 — Distribution of assets
• N.Y. P'ship Law § 121-901 — Law governing
• N.Y. P'ship Law § 121-902 — Application for authority, contents
• N.Y. P'ship Law § 121-903 — Certificate of amendment
• N.Y. P'ship Law § 121-903-A — Certificate of change
• N.Y. P'ship Law § 121-904 — Application for authority; effect
• N.Y. P'ship Law § 121-905 — Surrender of certificate of authority
• N.Y. P'ship Law § 121-906 — Termination of existence
• N.Y. P'ship Law § 121-907 — Doing business without certificate of authority
• N.Y. P'ship Law § 121-908 — Violations
• N.Y. P'ship Law § 121-1001 — Parties to actions
• N.Y. P'ship Law § 121-1002 — Limited partners' derivative action
• N.Y. P'ship Law § 121-1003 — Security for expenses
• N.Y. P'ship Law § 121-1004 — Indemnification of general partner
• N.Y. P'ship Law § 121-1101 — Merger and consolidation of limited partnerships
• N.Y. P'ship Law § 121-1102 — Procedure for merger or consolidation
• N.Y. P'ship Law § 121-1103 — Certificate of merger or consolidation; contents
• N.Y. P'ship Law § 121-1104 — Effect of merger or consolidation
• N.Y. P'ship Law § 121-1105 — Payment for interest of dissenting limited partners
• N.Y. P'ship Law § 121-1106 — Mergers and consolidations involving other business entities
• N.Y. P'ship Law § 121-1201 — Existing limited partnership
• N.Y. P'ship Law § 121-1202 — Adoption by previously formed limited partnerships
• N.Y. P'ship Law § 121-1300 — Fees
• N.Y. P'ship Law § 121-1500 — Registered limited liability partnership
• N.Y. P'ship Law § 121-1501 — Name of registered limited liability partnership
• N.Y. P'ship Law § 121-1502 — New York registered foreign limited liability partnership
• N.Y. P'ship Law § 121-1503 — Transaction of business outside the state
• N.Y. P'ship Law § 121-1504 — Foreign related limited liability partnership
• N.Y. P'ship Law § 121-1505 — Service of process
• N.Y. P'ship Law § 121-1505-A — Electronic service of process
• N.Y. P'ship Law § 121-1506 — Resignation for receipt of process
• N.Y. P'ship Law § 121-1507 — Definitions
• N.Y. P'ship Law § 125 — Laws repealed
• N.Y. P'ship Law § 126 — When to take effect