Partnership Rules 3

General partnerships engaged in professional services. Provides limited liability for partners, except for obligations arising out of partner's own tortious acts.


Formed by filing certificate of registration with the state, including:

• Name of partnership
• Address
• Profession to be practiced
• Designation of department of state as NY agent for service of process
• Effective date of partnership
• ETC

May designate that RLLP status will not apply to certain partners.

Formed by filing certificate of limited partnership.

Limited partners admitted at inception or after inception with consent of ALL partners. Not allowed to exercise control over the partnership

General partners has rights and powers of partner in regular partnership. May withdraw at any time with notice.

Dissolved by:

• under conditions given in partnership agreement
• written consent of all partners
• withdrawal of general parnter
• decree of judicial dissolution

Treated as partnerships under NY law.

Businesses formed for a single transaction.

Created where two or more persons in some specific venture where profit is sought without any actual partnership or corporate designation.

Distinguished from partnerships: formed for single transaction.

Terminated in the same way partnerships are terminated (dissolution + windup and accounting)