§ 121-101 — Definitions

§ 121-101. Definitions. As used in this article, unless the context\notherwise requires:\n (a) "Certificate of limited partnership" means the certificate\nreferred to in section 121-201 of this article, and the certificate as\namended.\n (a-1) "Affidavit of publication" means the affidavit of the printer or\npublisher of a newspaper in which a publication pursuant to sections\n121-201 and 121-902 of this article has been made. The affidavit of\npublication shall be in a form substantially as follows:\n "Affidavit of Publication Under Section (specify applicable section)\nof the Partnership Law\nState of New York,\nCounty of ________, ss.:\n The undersigned is the printer (or publisher) of ______________ (name\nof newspaper), a _________ (daily or weekly) newspaper published in\n________________, New York. A notice regarding _______________ (name of\nlimited partnership) was published in said newspaper once in each week\nfor six successive weeks, commencing on __________ and ending on\n________. The text of the notice as published in said newspaper is as\nset forth below, or in the annexed exhibit. This newspaper has been\ndesignated by the Clerk of ________ County for this purpose.\n_____________________(signature)\n_____________________(printed name),\n_____________________(jurat)"\n The text of the notice set forth in or annexed to each affidavit of\npublication shall: (i) include only the text of the published notice,\n(ii) be free of extraneous marks, and (iii) if submitted in paper form\nbe printed on paper of such size, weight and color, and in ink of such\ncolor, and in such font, and be in such other qualities and form not\ninconsistent with any other provision of law as, in the judgment of the\nsecretary of state, will not impair the ability of the department of\nstate to include a legible and permanent copy thereof in its official\nrecords. Nothing in this subdivision shall be construed as requiring the\ndepartment of state to accept for filing a document submitted in\nelectronic form.\n (a-2) "Certificate of publication" means a certificate presented on\nbehalf of the applicable limited partnership to the department of state\ntogether with the affidavits of publication pursuant to section 121-201\nor 121-902 of this article. The certificate of publication shall be in a\nform substantially as follows:\n "Certificate of Publication of ______ (name of limited partnership)\nUnder Section _______ (Specify applicable section) of the Partnership\nLaw\n The undersigned is the _________ (title) of ___________ (name of\nlimited partnership). The published notices described in the annexed\naffidavits of publication contain all of the information required by the\nabove-mentioned section of the partnership law. The newspapers described\nin such affidavits of publication satisfy the requirements set forth in\nthe partnership law and the designation made by the county clerk. I\ncertify the foregoing statements to be true under penalties of perjury.\n Date\n Signature\n Printed Name"\n (b) "Contribution" means any cash, property, services rendered, or a\npromissory note or other binding obligation to contribute cash or\nproperty or to render services, which a partner contributes to a limited\npartnership in his capacity as a partner.\n (c) "Distribution" means the transfer of property by a limited\npartnership to one or more of its partners in his capacity as a partner.\n (d) "Event of withdrawal of a general partner" means an event that\ncauses a person to cease to be a general partner as provided in section\n121-402 of this article.\n (e) "Foreign limited partnership" means a partnership formed under the\nlaws of any jurisdiction, including any foreign country, other than the\nlaws of this state and having as partners one or more general partners\nand one or more limited partners.\n (f) "General partner" means a person who has been admitted to a\nlimited partnership as a general partner in accordance with the\npartnership agreement and, if required by the law of the jurisdiction\nunder which the limited partnership or foreign limited partnership, as\nthe case may be, is organized, is so named in the certificate of limited\npartnership or similar instrument.\n (g) "Limited partner" means a person who has been admitted to a\nlimited partnership as a limited partner in accordance with the\npartnership agreement or as otherwise provided by the law of the\njurisdiction under which the limited partnership or foreign limited\npartnership, as the case may be, is organized.\n (h) "Limited partnership" and "domestic limited partnership" mean,\nunless the context otherwise requires, a partnership (i) formed by two\nor more persons pursuant to this article or which complies with\nsubdivision (a) of section 121-1202 of this article and (ii) having one\nor more general partners and one or more limited partners.\n (i) "Majority in interest of the limited partners" and "two-thirds in\ninterest of the limited partners" mean limited partners whose aggregate\nshare of the current profits of the partnership constitute more than\none-half or two-thirds, respectively, of the aggregate shares of all\nlimited partners.\n (j) "Office of limited partnership" means the office of the location\nof which is stated in the certificate of limited partnership of a\ndomestic limited partnership, or in the application for authority of a\nforeign limited partnership or any amendment thereof. Such office need\nnot be a place where business activities are conducted by such limited\npartnership.\n (j-1) "Other business entity" means any person other than a natural\nperson, general partnership (including any registered limited liability\npartnership or registered foreign limited liability partnership) or\ndomestic limited partnership.\n (k) "Partner" means a limited or general partner.\n (l) "Partnership agreement" means any written agreement of the\npartners as to the affairs of a limited partnership and the conduct of\nits business.\n (m) "Partnership interest" means: (i) a partner's share of the profits\nand losses of a limited partnership; and (ii) a partner's right to\nreceive distributions.\n (n) "Person" means a natural person, partnership, limited partnership\n(domestic or foreign), limited liability company (domestic or foreign),\ntrust, estate, custodian, nominee, association, corporation or any other\nindividual or entity in its own or any representative capacity.\n (o) "Process" means judicial process and all orders, demands, notices\nor other papers required or permitted by law to be personally served on\na limited partnership (domestic or foreign), for the purpose of\nacquiring jurisdiction of such limited partnership in any action or\nproceeding, civil or criminal, whether judicial, administrative,\narbitrative or otherwise, in this state or in the federal courts sitting\nin or for this state.\n (p) "State" means a state, territory, or possession of the United\nStates, the District of Columbia, or the Commonwealth of Puerto Rico.\n