§ 91 — Formation

New York § 91

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8: Limited Partnerships

Text

§ 91. Formation. (1) Two or more persons desiring to form a limited\npartnership shall\n (a) Sign and acknowledge or swear to a certificate, which shall state.\n I. The name of the partnership.\n II. The character of the business.\n III. The location of the principal place of business.\n IV. The name and place of residence of each member; general and\nlimited partners being respectively designated.\n V. The term for which the partnership is to exist.\n VI. The amount of cash and a description of and the agreed value of\nthe other property contributed by each limited partner.\n VII. The additional contributions, if any, agreed to be made by each\nlimited partner and the times at which or events on the happening of\nwhich they shall be made.\n VIII. The time, if agreed upon, when the contribution of each limited\npartner is to be returned.\n IX. The share of the profits or the other compensation by way of\nincome which each limited partner shall receive by reason of his\ncontribution.\n X. The right, if given, of a limited partner to substitute an assignee\nas contributor in his place, and the terms and conditions of the\nsubstitution.\n XI. The right, if given, of the partners to admit additional limited\npartners.\n XII. The right, if given, of one or more of the limited partners to\npriority over other limited partners, as to contributions or as to\ncompensation by way of income, and the nature of such priority.\n XIII. The right, if given, of the remaining general partner or\npartners to continue the business on the death, retirement or insanity\nof a general partner, and\n XIV. The right, if given, of a limited partner to demand and receive\nproperty other than cash in return for his contribution.\n (b) File the certificate in the office of the county clerk of the\ncounty in which the principal office of such partnership is located.\nImmediately after the filing of the certificate, a copy of the same or a\nnotice containing the substance thereof, shall be published once in each\nweek for six successive weeks, in two newspapers of the county in which\nsuch original certificate is filed, to be designated by the county\nclerk, one of which newspapers shall be a newspaper published in the\ncity or town in which the principal place of business is intended to be\nlocated, if a newspaper be published therein; or, if no newspaper is\npublished therein, in the newspaper nearest thereto, and proof of such\npublication by the affidavit of the printer or publisher of each of such\nnewspapers must be filed with the original certificate.\n (2) If there has been substantial compliance in good faith with the\nrequirements of paragraph (a) of subdivision one of this section, a\nlimited partnership is formed and may commence the transaction of\nbusiness as such upon the filing of its certificate as required by\nparagraph (b) of subdivision one of this section and the effectuation of\nthe first of the six successive weekly publications required by said\nparagraph (b); provided, however, that the continued existence of a\nlimited partnership as such shall be conditioned upon completion of the\npublication requirement contained in said paragraph (b).\n