N.Y. Partnership Law § 121-101: Definitions

§ 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.

(a-1) "Affidavit of publication" means the affidavit of the printer or

publisher of a newspaper in which a publication pursuant to sections

121-201 and 121-902 of this article has been made. The affidavit of

publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable section)

of the Partnership Law

State of New York,

County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name

of newspaper), a _________ (daily or weekly) newspaper published in

________________, New York. A notice regarding _______________ (name of

limited partnership) was published in said newspaper once in each week

for six successive weeks, commencing on __________ and ending on

________. The text of the notice as published in said newspaper is as

set forth below, or in the annexed exhibit. This newspaper has been

designated by the Clerk of ________ County for this purpose.

_____________________(signature)

_____________________(printed name),

_____________________(jurat)"

The text of the notice set forth in or annexed to each affidavit of

publication shall: (i) include only the text of the published notice,

(ii) be free of extraneous marks, and (iii) if submitted in paper form

be printed on paper of such size, weight and color, and in ink of such

color, and in such font, and be in such other qualities and form not

inconsistent with any other provision of law as, in the judgment of the

secretary of state, will not impair the ability of the department of

state to include a legible and permanent copy thereof in its official

records. Nothing in this subdivision shall be construed as requiring the

department of state to accept for filing a document submitted in

electronic form.

(a-2) "Certificate of publication" means a certificate presented on

behalf of the applicable limited partnership to the department of state

together with the affidavits of publication pursuant to section 121-201

or 121-902 of this article. The certificate of publication shall be in a

form substantially as follows:

"Certificate of Publication of ______ (name of limited partnership)

Under Section _______ (Specify applicable section) of the Partnership

Law

The undersigned is the _________ (title) of ___________ (name of

limited partnership). The published notices described in the annexed

affidavits of publication contain all of the information required by the

above-mentioned section of the partnership law. The newspapers described

in such affidavits of publication satisfy the requirements set forth in

the partnership law and the designation made by the county clerk. I

certify the foregoing statements to be true under penalties of perjury.

Date

Signature

Printed Name"

(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: (i) a partner's share of the profits

and losses of a limited partnership; and (ii) a partner's 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.