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New York · Through 2026-09-11

N.Y. Partnership Law § 121-906: Termination of existence

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Where this section sits in the code
  1. Partnership Law
  2. Article 8-A. Revised Limited Partnership Act

§ 121-906. Termination of existence. When a foreign limited

partnership which has received a certificate of authority is dissolved

or its authority to conduct its business or existence is otherwise

terminated or cancelled in the jurisdiction of its organization or when

such foreign limited partnership is merged into or consolidated with

another foreign limited partnership, (i) a certificate of the secretary

of state, or official performing the equivalent function as to limited

partnership records, in the jurisdiction of organization of such limited

partnership attesting to the occurrence of any such event, or (ii) a

certified copy of an order or decree of a court of such jurisdiction

directing the dissolution of such foreign limited partnership, the

termination of its existence or the surrender of its authority, shall be

delivered to the department of state. The filing of the certificate,

order or decree shall have the same effect as the filing of a

certificate of surrender of authority under section 121-905 of this

article. The secretary of state shall continue as agent of the foreign

limited partnership upon whom process against it may be served in the

manner set forth in section 121-109 of this article, in any action or

proceeding based upon any liability or obligation incurred by the

foreign limited partnership within this state prior to the filing of

such certificate, order or decree. The post office address and/or email

address may be changed by filing with the department of state a

certificate of amendment under section 121-903 or a certificate of

change under section 121-903-A of this article.

Collected 2026-09-14T19:32:45Z. Source file · JSON

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