§ 121-110 — The partnership agreement

New York § 121-110

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-110. The partnership agreement. (a) The partnership agreement\nshall be signed by all general partners, in person or by attorneys in\nfact, and may, but need not, be signed by the limited partners.\n (b) A limited partnership shall have a written partnership agreement.\nExcept as provided in sections 121-702 and 121-705 of this article, no\nperson shall have any rights, or be subject to the liabilities, of a\ngeneral partner who has not signed the partnership agreement in person\nor by attorney in fact.\n (c) The partnership agreement of a limited partnership may be amended\nfrom time to time as provided therein; provided, however, that, except\nas may be provided otherwise in the partnership agreement, without the\nwritten consent of each partner adversely affected thereby, no amendment\nof the partnership agreement shall be made which (i) increases the\nobligations of any limited partner to make contributions, (ii) alters\nthe allocation for tax purposes of any items of income, gain, loss,\ndeduction or credit, (iii) alters the manner of computing the\ndistributions of any partner, (iv) alters, except as provided in\nsubdivision (a) of section 121-302 of this article, the voting or other\nrights of any limited partner, (v) allows the obligation of a partner to\nmake a contribution to be compromised by consent of fewer than all\npartners or (vi) alters the procedures for amendment of the partnership\nagreement.\n