2006 New York Code - Definitions.

 
    §  121-101.  Definitions.  As used in this article, unless the context
  otherwise requires:
    (a)  "Certificate  of  limited  partnership"  means  the   certificate
  referred  to  in section 121-201 of this article, and the certificate as
  amended.
    * (a-1) "Affidavit of publication" means the affidavit of the  printer
  or  publisher of a newspaper in which a publication pursuant to sections
  121-201 and 121-902 of this article has  been  made.  The  affidavit  of
  publication shall be in a form substantially as follows:
    "Affidavit  of  Publication Under Section (specify applicable section)
  of the Partnership Law
  State of New York,
  County of ________, ss.:
    The undersigned is the printer (or publisher) of ______________  (name
  of  newspaper),  a  _________  (daily  or weekly) newspaper published in
  ________________, New York. A notice regarding _______________ (name  of
  limited  partnership)  was published in said newspaper once in each week
  for four successive  weeks,  commencing  on  __________  and  ending  on
  ________.  The  text  of the notice as published in said newspaper is as
  set forth below, or in the annexed  exhibit.  This  newspaper  has  been
  designated by the Clerk of ________ County for this purpose.
  _____________________(signature)
  _____________________(printed name),
  _____________________(jurat)"
    The  text  of  the notice set forth in or annexed to each affidavit of
  publication shall: (i) include only the text of  the  published  notice,
  (ii)  be  free of extraneous marks, and (iii) if submitted in paper form
  be printed on paper of such size, weight and color, and in ink  of  such
  color,  and  in  such  font, and be in such other qualities and form not
  inconsistent with any other provision of law as, in the judgment of  the
  secretary  of  state,  will  not impair the ability of the department of
  state to include a legible and permanent copy thereof  in  its  official
  records. Nothing in this subdivision shall be construed as requiring the
  department  of  state  to  accept  for  filing  a  document submitted in
  electronic form.
    * NB Effective June 1, 2006
    * (a-2) "Certificate of publication" means a certificate presented  on
  behalf  of the applicable limited partnership to the department of state
  together with the affidavits of publication pursuant to section  121-201
  or 121-902 of this article. The certificate of publication shall be in a
  form substantially as follows:
    "Certificate  of  Publication  of ______ (name of limited partnership)
  Under Section _______ (Specify applicable section)  of  the  Partnership
  Law
    The  undersigned  is  the  _________  (title)  of ___________ (name of
  limited partnership). The published notices  described  in  the  annexed
  affidavits of publication contain all of the information required by the
  above-mentioned section of the partnership law. The newspapers described
  in  such affidavits of publication satisfy the requirements set forth in
  the partnership law and the designation made  by  the  county  clerk.  I
  certify the foregoing statements to be true under penalties of perjury.
                                               Date
                                               Signature
                                               Printed Name"
    * NB Effective June 1, 2006
    (b)  "Contribution"  means any cash, property, services rendered, or a
  promissory note or  other  binding  obligation  to  contribute  cash  or
  property or to render services, which a partner contributes to a limited
  partnership in his capacity as a partner.
    (c)  "Distribution"  means  the  transfer  of  property  by  a limited
  partnership to one or more of its partners in his capacity as a partner.
    (d) "Event of withdrawal of a general partner"  means  an  event  that
  causes  a person to cease to be a general partner as provided in section
  121-402 of this article.
    (e) "Foreign limited partnership" means a partnership formed under the
  laws of any jurisdiction, including any foreign country, other than  the
  laws  of  this state and having as partners one or more general partners
  and one or more limited partners.
    (f) "General partner" means a  person  who  has  been  admitted  to  a
  limited  partnership  as  a  general  partner  in  accordance  with  the
  partnership agreement and, if required by the law  of  the  jurisdiction
  under  which  the limited partnership or foreign limited partnership, as
  the case may be, is organized, is so named in the certificate of limited
  partnership or similar instrument.
    (g) "Limited partner" means a  person  who  has  been  admitted  to  a
  limited  partnership  as  a  limited  partner  in  accordance  with  the
  partnership agreement or  as  otherwise  provided  by  the  law  of  the
  jurisdiction  under  which  the  limited  partnership or foreign limited
  partnership, as the case may be, is organized.
    (h) "Limited partnership" and  "domestic  limited  partnership"  mean,
  unless  the  context otherwise requires, a partnership (i) formed by two
  or more  persons  pursuant  to  this  article  or  which  complies  with
  subdivision  (a) of section 121-1202 of this article and (ii) having one
  or more general partners and one or more limited partners.
    (i) "Majority in interest of the limited partners" and "two-thirds  in
  interest  of the limited partners" mean limited partners whose aggregate
  share of the current profits of the  partnership  constitute  more  than
  one-half  or  two-thirds,  respectively,  of the aggregate shares of all
  limited partners.
    (j) "Office of limited partnership" means the office of  the  location
  of  which  is  stated  in  the  certificate  of limited partnership of a
  domestic limited partnership, or in the application for authority  of  a
  foreign  limited  partnership or any amendment thereof. Such office need
  not be a place where business activities are conducted by  such  limited
  partnership.
    (j-1)  "Other  business  entity" means any person other than a natural
  person, general partnership (including any registered limited  liability
  partnership  or  registered  foreign  limited  liability partnership) or
  domestic limited partnership.
    (k) "Partner" means a limited or general partner.
    (l)  "Partnership  agreement"  means  any  written  agreement  of  the
  partners  as  to the affairs of a limited partnership and the conduct of
  its business.
    * (m) "Partnership interest" means a partner's share  of  the  profits
  and losses of a limited partnership and right to receive distributions.
    * NB Effective until June 1, 2006
    * (m)  "Partnership  interest"  means:  (i)  a  partner's share of the
  profits and losses of a limited partnership; and (ii) a partner's  right
  to receive distributions.
    * NB Effective June 1, 2006
    (n)  "Person" means a natural person, partnership, limited partnership
  (domestic or foreign), limited liability company (domestic or  foreign),
  trust, estate, custodian, nominee, association, corporation or any other
  individual or entity in its own or any representative capacity.
    (o)  "Process" means judicial process and all orders, demands, notices
  or other papers required or permitted by law to be personally served  on
  a  limited  partnership  (domestic  or  foreign),  for  the  purpose  of
  acquiring jurisdiction of such limited  partnership  in  any  action  or
  proceeding,   civil   or  criminal,  whether  judicial,  administrative,
  arbitrative or otherwise, in this state or in the federal courts sitting
  in or for this state.
    (p) "State" means a state, territory,  or  possession  of  the  United
  States, the District of Columbia, or the Commonwealth of Puerto Rico.