N.Y. Partnership Law § 121-203: Cancellation of certificate

§ 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.