N.Y. Partnership Law 121-1105 – Payment for interest of dissenting limited partners
§ 121-1105. Payment for interest of dissenting limited partners. (a) Within ten days after the occurrence of an event described in section 121-1102 of this article, the surviving or resulting limited partnership shall send to each dissenting former limited partner a written offer to pay in cash the fair value of such former partner's interest. Payment in cash shall be made to each former limited partner accepting such offer within ten days after notice of such acceptance is received by the surviving or resulting limited partnership.
Terms Used In N.Y. Partnership Law 121-1105
- 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. See N.Y. Partnership Law 121-101
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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. See N.Y. Partnership Law 121-101
- Partner: means a limited or general partner. See N.Y. Partnership Law 121-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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. See N.Y. Partnership Law 121-101
(b) If a former limited partner and the surviving or resulting limited partnership fail to agree on the price to be paid for the former limited partner's partnership interest within ninety days after the surviving or resulting limited partnership shall have made the offer provided for in subdivision (a) of this section, or if the limited partnership or surviving limited partnership shall fail to make such an offer within the period provided for in subdivision (a) of this section, the procedure provided for in paragraphs (h)-(k) of § 623 of the business corporation law shall apply, as they may be amended from time to time.
(c) A payment under this section shall constitute a return of a partner's contribution for the purposes of section 121-607 of this article.