New York · statute · N.Y. Partnership Law · 177 active provisions
CHAP. 408. AN ACT in relation to partnerships, constituting chapter thirty-nine of the consolidated laws. Became a law May 5, 1919, with the approval of the Governor. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: CHAPTER 39 OF THE CONSO…
ARTICLE 1. SHORT TITLE; DEFINITIONS; CONSTRUCTION. Section 1. Short title. 2. General definitions. 3. Interpretation of knowledge and notice. 4. Rules of construction. 5. Rules for cases not provided for in this chapter.
Section 1. Short title. This chapter shall be known as the "partnership law."
§ 2. General definitions. As used in this chapter "court" includes every court and judge having jurisdiction in the case; "Business" includes every trade, occupation, or profession; "Person" includes individuals, partnerships, corporations, and other associations; "Bankrupt" includes bankrupt under the federal bankrupt…
§ 3. Interpretation of knowledge and notice. 1. A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. 2. A person has "notice" of a fact within the meaning of this c…
§ 4. Rules of construction. 1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. 2. The law of estoppel shall apply under this chapter. 3. The law of agency shall apply under this chapter. 4. This chapter shall be so interpreted and construed…
§ 5. Rules for cases not provided for in this chapter. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
ARTICLE 2. NATURE OF A PARTNERSHIP. Section 10. Partnership defined. 11. Rules for determining the existence of a partnership. 12. Partnership property.
§ 10. Partnership defined. 1. A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state, a registered limited liability partnership. 2. But any association formed under any other statute of this state, or any statute ado…
§ 11. Rules for determining the existence of a partnership. In determining whether a partnership exists, these rules shall apply: 1. Except as provided by section twenty-seven persons who are not partners as to each other are not partners as to third persons. 2. Joint tenancy, tenancy in common, tenancy by the entireti…
§ 12. Partnership property. 1. All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. 2. Unless the contrary intention appears, property acquired with partnership funds is partnership property. 3. Any estate i…
ARTICLE 3. RELATIONS OF PARTNERS TO PERSONS DEALING WITH THE PARTNERSHIP. Section 20. Partner agent of partnership as to partnership business. 21. Conveyance of real property of the partnership. 22. Partnership bound by admission of partner. 23. Partnership charged with knowledge of or notice to partner. 24. Partnershi…
§ 20. Partner agent of partnership as to partnership business. 1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of…
§ 21. Conveyance of real property of the partnership. 1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisi…
§ 22. Partnership bound by admission of partner. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
§ 23. Partnership charged with knowledge of or notice to partner. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and s…
§ 24. Partnership bound by partner's wrongful act. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred,…
§ 25. Partnership bound by partner's breach of trust. The partnership is bound to make good the loss: 1. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and 2. Where the partnership in the course of its business receives money or proper…
§ 26. Nature of partner's liability. (a) Except as provided in subdivision (b) of this section, all partners are liable: 1. Jointly and severally for everything chargeable to the partnership under sections twenty-four and twenty-five. 2. Jointly for all other debts and obligations of the partnership; but any partner ma…
§ 27. Partner by estoppel. 1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been mad…
§ 28. Liability of incoming partner. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that his liability shall be satisfied only out of partnership pro…
ARTICLE 4. RELATIONS OF PARTNERS TO ONE ANOTHER. Section 40. Rules determining rights and duties of partners. 41. Partnership books. 42. Duty of partners to render information. 43. Partner accountable as a fiduciary. 44. Right to an account. 45. Continuation of partnership beyond fixed term.
§ 40. Rules determining rights and duties of partners. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: 1. Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership prop…
§ 41. Partnership books. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
§ 42. Duty of partners to render information. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.