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Copyright (c) 1994 Pace Law Review
Pace Law Review

New York Revised Limited Partnership Act

Winter, 1994

13 Pace L. Rev. 905


John A. Ronayne *


I. Introduction

On July 1, 1991, the Revised Limited Partnership Act (NYRLPA) became effective in New York. 1 NYRLPA finally modernized New York's version of the 1916 Uniform Limited Partnership Act (NYULPA), 2 which had remained substantially unchanged since New York adopted it in 1922. 3 NYRLPA applies to all domestic limited partnerships formed on or after July 1, 1991. 4 However, NYULPA, as contained in the New York Partnership Law, Article 8, remains unchanged. NYULPA continues to apply to domestic limited partnerships existing before July 1, 1991, 5 except in two circumstances. First, an existing partnership that elects to file a new certificate conforming to the requirements of NYRLPA will be governed by NYRLPA. 6 Second, a previously existing domestic partnership, which files an amendment to its certificate of limited partnership, also comes under the provisions of NYRLPA. 7

The purpose of this article is to discuss the most significant changes in New York limited partnership law effectuated by NYRLPA, and to compare NYRLPA to NYULPA 8 and to the Revised Uniform Limited Partnership Act of 1976 (RULPA), as amended in 1985. 9 Comparison will also be made to the Delaware Revised Uniform Limited Partnership Act of 1973 (Delaware Act), as amended in 1985. 10

II. Background

New York State was the first state to enact a limited partnership statute in 1822. 11 Delaware was the last state to enact a limited partnership statute when it adopted the Uniform Limited Partnership Act of 1916 (ULPA) ...
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