N.Y. Partnership Law § 91: Formation

§ 91. Formation. (1) Two or more persons desiring to form a limited

partnership shall

(a) Sign and acknowledge or swear to a certificate, which shall state.

I. The name of the partnership.

II. The character of the business.

III. The location of the principal place of business.

IV. The name and place of residence of each member; general and

limited partners being respectively designated.

V. The term for which the partnership is to exist.

VI. The amount of cash and a description of and the agreed value of

the other property contributed by each limited partner.

VII. The additional contributions, if any, agreed to be made by each

limited partner and the times at which or events on the happening of

which they shall be made.

VIII. The time, if agreed upon, when the contribution of each limited

partner is to be returned.

IX. The share of the profits or the other compensation by way of

income which each limited partner shall receive by reason of his

contribution.

X. The right, if given, of a limited partner to substitute an assignee

as contributor in his place, and the terms and conditions of the

substitution.

XI. The right, if given, of the partners to admit additional limited

partners.

XII. The right, if given, of one or more of the limited partners to

priority over other limited partners, as to contributions or as to

compensation by way of income, and the nature of such priority.

XIII. The right, if given, of the remaining general partner or

partners to continue the business on the death, retirement or insanity

of a general partner, and

XIV. The right, if given, of a limited partner to demand and receive

property other than cash in return for his contribution.

(b) File the certificate in the office of the county clerk of the

county in which the principal office of such partnership is located.

Immediately after the filing of the certificate, a copy of the same or a

notice containing the substance thereof, shall be published once in each

week for six successive weeks, in two newspapers of the county in which

such original certificate is filed, to be designated by the county

clerk, one of which newspapers shall be a newspaper published in the

city or town in which the principal place of business is intended to be

located, if a newspaper be published therein; or, if no newspaper is

published therein, in the newspaper nearest thereto, and proof of such

publication by the affidavit of the printer or publisher of each of such

newspapers must be filed with the original certificate.

(2) If there has been substantial compliance in good faith with the

requirements of paragraph (a) of subdivision one of this section, a

limited partnership is formed and may commence the transaction of

business as such upon the filing of its certificate as required by

paragraph (b) of subdivision one of this section and the effectuation of

the first of the six successive weekly publications required by said

paragraph (b); provided, however, that the continued existence of a

limited partnership as such shall be conditioned upon completion of the

publication requirement contained in said paragraph (b).