N.Y. Partnership Law § 40: Rules determining rights and duties of partners

§ 40. Rules determining rights and duties of partners. The rights and

duties of the partners in relation to the partnership shall be

determined, subject to any agreement between them, by the following

rules:

1. Each partner shall be repaid his contributions, whether by way of

capital or advances to the partnership property and share equally in the

profits and surplus remaining after all liabilities, including those to

partners, are satisfied; and except as provided in subdivision (b) of

section twenty-six of this chapter, each partner must contribute toward

the losses, whether of capital or otherwise, sustained by the

partnership according to his share in the profits.

2. Except as provided in subdivision (b) of section twenty-six of

this chapter, the partnership must indemnify every partner in respect of

payments made and personal liabilities reasonably incurred by him in the

ordinary and proper conduct of its business, or for the preservation of

its business or property.

3. A partner, who in aid of the partnership makes any payment or

advance beyond the amount of capital which he agreed to contribute,

shall be paid interest from the date of the payment or advance.

4. A partner shall receive interest on the capital contributed by him

only from the date when repayment should be made.

5. All partners have equal rights in the management and conduct of the

partnership business.

6. No partner is entitled to remuneration for acting in the

partnership business, except that a surviving partner is entitled to

reasonable compensation for his services in winding up the partnership

affairs.

7. No person can become a member of a partnership without the consent

of all the partners.

8. Any difference arising as to ordinary matters connected with the

partnership business may be decided by a majority of the partners; but

no act in contravention of any agreement between the partners may be

done rightfully without the consent of all the partners.