N.Y. Partnership Law § 112: Distribution of assets

§ 112. Distribution of assets. (1) In settling accounts after

dissolution the liabilities of the partnership shall be entitled to

payment in the following order:

(a) Those to creditors, in the order of priority as provided by law,

except those to limited partners on account of their contributions, and

to general partners.

(b) Those to limited partners in respect to their share of the profits

and other compensation by way of income on their contributions.

(c) Those to limited partners in respect to the capital of their

contributions.

(d) Those to general partners other than for capital and profits.

(e) Those to general partners in respect to profits.

(f) Those to general partners in respect to capital.

(2) Subject to any statement in the certificate or to subsequent

agreement, limited partners share in the partnership assets in respect

to their claims for capital, and in respect to their claims for profits

or for compensation by way of income on their contributions

respectively, in proportion to the respective amounts of such claims.