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2025 New York Laws
PTR - Partnership
Article 8-A - Revised Limited Partnership Act
121-607 - Limitations on Distribution.

Universal Citation:
NY Pship L § 121-607 (2025)
Learn more This media-neutral citation is based on the American Association of Law Libraries Universal Citation Guide and is not necessarily the official citation.
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§  121-607.  Limitations  on  distribution.  (a) A limited partnership
shall not make a distribution to a partner to the extent  that,  at  the
time  of  the distribution, after giving effect to the distribution, all
liabilities of  the  limited  partnership,  other  than  liabilities  to
partners  on  account of their partnership interests and liabilities for
which recourse of creditors is limited  to  specified  property  of  the
limited  partnership,  exceed the fair market value of the assets of the
limited partnership, except that the fair market value of property  that
is subject to a liability for which the recourse of creditors is limited
shall  be  included in the assets of the limited partnership only to the
extent that the fair value of that property exceeds that liability.
  (b) A limited partner who receives  a  distribution  in  violation  of
subdivision  (a)  of  this  section,  and  who  knew  at the time of the
distribution that the distribution  violated  subdivision  (a)  of  this
section,  shall  be  liable to the limited partnership for the amount of
the distribution.   A limited partner who  receives  a  distribution  in
violation  of  subdivision  (a) of this section, and who did not know at
the time of the distribution that the distribution violated  subdivision
(a)  of  this  section,  shall  not  be  liable  for  the  amount of the
distribution.    Subject  to  subdivision  (c)  of  this  section,  this
subdivision  shall  not  affect any obligation or liability of a limited
partner under a partnership agreement or other applicable  law  for  the
amount of a distribution.
  (c) Unless otherwise agreed, a limited partner who receives a wrongful
distribution  from  a  limited partnership shall have no liability under
this article or other applicable law for the amount of the  distribution
after the expiration of three years from the date of the distribution.
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