New York Partnership Agreement

A New York partnership agreement promotes a stable and comprehensive blueprint for the relationship between the partners or co-owners of a business because it documents the business’s policies and structure. For example, this contract defines how partners may enter or exit the partnership as well as how each participates in the day-to-day operations of the business.

Last updated January 28th, 2025

A New York partnership agreement promotes a stable and comprehensive blueprint for the relationship between the partners or co-owners of a business because it documents the business’s policies and structure. For example, this contract defines how partners may enter or exit the partnership as well as how each participates in the day-to-day operations of the business.

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New York Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) New York does not explicitly require general partnership registrations; all partnerships must have a legally accepted name: Corporation and Business Entity Database Search.
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $200.00)
Limited Liability Partnership (LLP) Certificate of Registration for Limited Liability Partnership (Filing Fee: $200.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership ($200.00) and Statement of Qualification that explicitly defines the business liability stats.

Fiduciary Duty

A Partner renders information regarding the partnership that is always a “true and full” account of information requested by other partners or their legal representatives. [1]
Partners avoid any action that is “in contravention” of the declarations of the business’s certificate or partnership agreement.[2]
Partners must conduct themselves by specifically avoiding acts or behaviors that “would make it impossible” for the partnership to conduct business under normal circumstances. [3]
All Partners are obligated to cease the utilization of partnership property in order to conduct business after a general partner’s “death, retirement or insanity” unless the law, the partnership certificate, or the partnership agreement allows (or requires) otherwise. [4]
Partners deliver full disclosure whenever a partner obtains any type of benefit or profit through the use of the partnership business or property “without the consent of the other partners.” [5]
General partners contribute to the limited partnership as well as “share in the profits and losses” from its business [6]

Liability

General partnerships are responsible for a “partner’s wrongful act” whenever it occurs as a result of the normal everyday operations of the partnership.[7]
Partnerships are liable for a partner’s misapplication of received funds or property since they are “bound” by any of the partner’s “breach of trust.” [8]
Every partner of a general partnership is responsible for “everything chargeable to the partnership” so that they all share some level of liability. [9]
Incoming partners assume the partnership obligations and liabilities they agree to accept “arising before” admission but those present by this time are “satisfied only” with partnership property. [10]
Partners of a registered limited liability partnership are not generally “liable or accountable” for the debts or liabilities that result from the partnership simply because they are partners.[11]

State Definitions (7)

General partner means the person that a partnership admits by explicitly naming this with this role and, “if required” by the partnership’s jurisdiction, a similar instrument by the county’s jurisdiction. [12]
Limited partner means an individual or legal entity that becomes part of a partnership through their partnership agreement in addition to whatever similar legal instrument satisfying “the law of the jurisdiction” the partnership operates in. [13]
Professional partnership means that while the partnership has no limited partners, every partner is qualified to provide a “professional service within this state.” [14]
Limited partnership, otherwise known as a domestic limited partnership, means that “unless the context otherwise requires” the partnership is made of at least one limited partner in addition to at least one limited partner and complies with New York law. [15]
Registered limited liability partnership means that while a partnership declares and operates with its limited liability status, it is “without limited partners operating under an agreement governed by the laws of this state.”[16]
Related limited liability partnership means the partnership “is affiliated” with a professional service that is an LLC, LLP, or professional service corporation. [17]
Foreign limited partnership means that a limited partnership originates (as well as operates) according to the laws of another state or jurisdiction, “including any foreign country,” and has both general and limited partners.[18]
Foreign limited liability partnership means a partnership outside of New York state that is a legal entity consists of at least two partners where each is a legal professional “authorized by law to render” their professional service. [19]