N.Y. Partnership Law § 121-801: Nonjudicial dissolution

§ 121-801. Nonjudicial dissolution. A limited partnership is dissolved

and its affairs shall be wound up upon the happening of the first to

occur of the following:

(a) at the time, if any, provided in the certificate of limited

partnership;

(b) at the time or upon the happening of events specified in the

partnership agreement;

(c) subject to any requirement in the partnership agreement requiring

approval by any greater or lesser percentage of limited partners and

general partners, upon the written consent (1) of all of the general

partners and (2) of a majority in interest of each class of limited

partners;

(d) an event of withdrawal of a general partner unless (1) at the time

there is at least one other general partner and the partnership

agreement permits the business of the limited partnership to be carried

on by the remaining general partner and that partner does so, or (2)

unless the partnership agreement provides otherwise, if within ninety

days after the withdrawal of the last general partner, not less than a

majority in interest of the limited partners agree in writing to

continue the business of the limited partnership and to the appointment,

effective as of the date of withdrawal, of one or more additional

general partners if necessary or desired; or

(e) entry of a decree of judicial dissolution under section 121-802 of

this article.

(f) 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.