New York Consolidated Laws

N.Y. Partnership Law § 98 (2026)

Rights, powers and liabilities of a general partner

✓ current as of May 2026

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§ 98. Rights, powers and liabilities of a general partner.  (1) A
general partner shall have all the rights and powers and be subject to
all the restrictions and liabilities of a partner in a partnership
without limited partners, except that without the written consent or
ratification of the specific act by all the limited partners, a general
partner or all of the general partners have no authority to
  (a) Do any act in contravention of the certificate.
  (b) Do any act which would make it impossible to carry on the ordinary
business of the partnership.
  (c) Confess a judgment against the partnership.
  (d) Possess partnership property, or assign their rights in specific
partnership property, for other than a partnership purpose.
  (e) Admit a person as a general partner.
  (f) Admit a person as a limited partner, unless the right so to do is
given in the certificate.
  (g) Continue the business with partnership property on the death,
retirement or insanity of a general partner, unless the right so to do
is given in the certificate.

Notes of Decisions

Cited in 11 cases, 1973–2010 · leading case: Picard v. Merkin (In Re Bernard L. Madoff Inv. Sec. LLC), 440 B.R. 243 (Bankr. S.D.N.Y. 2010).

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Picard v. Merkin (In Re Bernard L. Madoff Inv. Sec. LLC), 440 B.R. 243 (Bankr. S.D.N.Y. 2010). “See McKinney’s Partnership Law § 98(1); 26(a)(2); 121-403(a) (stating that a general partner of a limited partnership is liable for the partnership's debts and obligations); U.”

People v. Zinke, 555 N.E.2d 263 (NY 1990). “- *14 The gist of the People’s first contention is that, under Partnership Law § 51 (2) (a), partners who divert firm property lose their right to possess that property and thus may no longer be deemed "owners” for purposes of the larceny statute (see also, Partnership Law § 98…”

Strain v. Seven Hills Assocs., 75 A.D.2d 360 (N.Y. App. Div. 1980). “"|T|n the main, a limited partner is more like a shareholder, often expecting a share of the profits, subordinated to general creditors, having some control over direction of the enterprise by his veto on the admission of new partners, and able to examine books and 'have on…”

Newburger, Loeb & Co., Inc. v. Gross, 365 F. Supp. 1364 (S.D.N.Y. 1973). · cites it 2× “They contend that the sale of the Partnership was in violation of N.Y. Partnership Law § 98 (1) (b) (McKinney’s Consol.”

Hopper v. Comm'r of Taxation & Fin., 224 A.D.2d 733 (N.Y. App. Div. 1996). “Although petitioner presented evidence that he was not engaged in the day-to-day operation of Royale, he, as Royale’s sole general partner, was required to see to it that the partnership paid the appropriate withholding taxes.”

Newburger, Loeb & Co. v. Gross, 563 F.2d 1057 (2d Cir. 1977). “First, they contended that the February 11 transfer, which included the transfer of the Buckley claim from the Partnership to the Corporation, was ineffective because conducted in violation of New York *1072 Partnership Law § 98; accordingly, they contended that the Corporation…”

Natowitz on Behalf of lexington/56th v. Mehlman, 567 F. Supp. 942 (S.D.N.Y. 1983). “1982-83); common law fraud; violations of section 98 of New York’s partnership law, N.Y. Partnership Law § 98 (McKinney 1948); and breach of fiduciary duty.”

Wallace v. Perret, 28 Misc. 3d 1023 (N.Y. Sup. Ct. 2010). “1 (c) of the Agreement unambiguously provides that the death of a general partner would result in the dissolution of the Partnership “[e]xcept as provided in Section 4.”

Alexandru v. Berritt, 168 A.D.2d 472 (N.Y. App. Div. 1990). “The court properly found that there was no triable issue of fact with respect to the plaintiff’s claim that the sale violated Partnership Law § 98 (1) (b), as the partnership held mortgages on the two properties sold to Bay Associates from which payments were collected and…”

People v. Zinke, 137 Misc. 2d 463 (N.Y. Sup. Ct. 1987). “On the other hand, the management of the partnership property and the business of the firm are vested exclusively in the hands of the general partner (Partnership Law § 98; e.g., Durant v Abendroth, 97 NY 132 ).”

Energy Investors Fund, L.P. v. Metric Constructors, Inc., 525 S.E.2d 441 (2000). “” See N.Y. Partnership Law §§ 98 , 99, 112. That the limited partner is immune to personal liability for partnership debts save for his original investment, is not thought to be an “owner” of partnership property, and does not manage the business may distinguish him from general…”

— N.Y. Partnership Law § 98(1) — 1 case

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