Hon. William L. Burke County Attorney, Madison County
This is in reply to your letter of May 25, 1979 in which you seek this office's opinion as to whether it is permissible for the Madison County Clerk to accept for filing a Certificate of Limited Partnership in which the general partner is a corporation. You particularly ask if such filing is permissible "under either Section II of the Partnership Law or 202 (a) paragraph 15 of the Business Corporation Law."
It is the opinion of this office that a limited partnership with a corporate general and an individual limited partner is permissible and accordingly your County Clerk may accept same for filing.
Business Corporation Law, § 202 (a) (15) states that corporations shall have the power "to be a promoter, partner, member, associate or manager of other business enterprises or ventures * * *". The comment to that subparagraph states that it changes the existing case law (FriedaPopov Corp. v Stack, 198 Misc.2d 827) by empowering a corporation to be a partner general, limited or otherwise, to the extent permitted by applicable partnership law; see sections 2, 10 and 90 of the Partnership Law.
The Partnership Law imposes no restrictions on corporations being partners. Section 2 defines "persons" to include "individuals, partnerships, corporations, and other associations". Sections 10 and 90 define partnerships and limited partnerships to be made up of "persons", without any restrictions on corporate partners.
Since the enactment of the Business Corporation Law corporations have been able to enter partnerships. 1963 Op Atty Gen 197; Kessler, NYBusiness Corporation Law, 36 St. John's L-R 1, 16 (i), 11 N Y Jur Corporation § 140, p 307. In other states similar MBCA based provisions have been interpreted to allow corporations to serve as general partners in a limited partnership. Frigidaire Sales Corp. v UnionProperties, Inc., 562 P.2d 244, 88 Wn.2d 400 (1976); Kitchell vHermanson, 446 P.2d 934, Ariz. S.C. (1968); Armstrong, "Can Corporationsbe Partners?", 20 Bus. Law, 899, 906 (1965).