N.Y. Partnership Law § 121-603: Withdrawal of a limited partner

§ 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.