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New York Consolidated Laws, Partnership Law - PTR § 121-203. Cancellation of certificate

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) Within ninety days following the dissolution and the commencement of winding up of the limited partnership, or at any other time there are no limited partners, a certificate of cancellation shall be filed with the department of state entitled, “Certificate of cancellation of ... (name of limited partnership) under section 121-203 of the Revised Limited Partnership Act” and executed in accordance with section 121-204 of this article.  The certificate of cancellation shall set forth:

(1) the name of the limited partnership;  and if it has been changed, the name under which it was formed;

(2) the date of filing of its certificate of limited partnership and each subsequent amendment thereto;

(3) the event giving rise to the filing of the certificate;  and

(4) any other information the persons filing the certificate determine.

(b) The cancellation of the certificate of limited partnership is effective at the time of the filing of the certificate of cancellation.

(c) The cancellation of the certificate of limited partnership shall not affect the liability of the limited partners during the period of winding up and termination of the partnership.

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Cite this article: FindLaw.com - New York Consolidated Laws, Partnership Law - PTR § 121-203. Cancellation of certificate - last updated January 01, 2026 | https://codes.findlaw.com/ny/partnership-law/ptr-sect-121-203/

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