N.Y. Partnership Law § 44

Partnership Law § 44: a partner's right to a formal account

Partnership Law § 44 gives any partner the right to a formal account of partnership affairs, including on wrongful exclusion from the business.

Official text N.Y. Partnership Law § 44 — New York

§ 44. Right to an account. Any partner shall have the right to a formal account as to partnership affairs:

  • 1. If he is wrongfully excluded from the partnership business or possession of its property by his copartners,
  • 2. If the right exists under the terms of any agreement,
  • 3. As provided by section forty-three,
  • 4. Whenever other circumstances render it just and reasonable.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Four grounds, and one of them is open-ended. Any partner has the right to a formal account as to partnership affairs: if he is wrongfully excluded from the partnership business or possession of its property by his copartners; if the right exists under the terms of any agreement; as provided by § 43; and whenever other circumstances render it just and reasonable.

The first ground is the classic one - the partner locked out of the premises, cut off from the books, removed from the bank mandate. The third makes the accounting the enforcement mechanism for the fiduciary duty in § 43: a partner who suspects a copartner has taken a private benefit does not have to prove it before asking for an account. The fourth ground - "whenever other circumstances render it just and reasonable" - is deliberately broad, and is what allows an accounting where a partner is simply being kept in the dark.

A formal account is a comprehensive reckoning of the partnership's affairs, not an inspection of documents. It is the remedy by which what each partner is owed is actually established, which is why in practice most partnership disputes between partners are resolved through an accounting rather than through a claim for a fixed sum. This section states the right; § 42 imposes the separate duty on partners to render information on demand.

When it applies

  • A partner is shut out of the premises and denied access to the accounts.
  • A partner suspects money has been taken but cannot prove how much.
  • The partners are separating and cannot agree what each is owed.
  • A partner is removed from the bank mandate and stops receiving figures.
  • A partnership agreement provides for an account and one partner refuses to give one.

What this section does not say

  • It is not a right to inspect documents. The duty to render information on demand is § 42; this section is about a formal account.
  • It does not dissolve the partnership. An accounting can be had without ending the business.
  • It does not fix what is owed. The account is the process by which that is worked out.
  • It does not apply to someone who is not a partner - whether one is a partner is § 11.
  • It does not set a time limit for seeking an account.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A partner arrives one morning to find the locks changed and himself removed from the bank mandate. He has not seen a figure from the business in eight months.

How the wording applies

A partner wrongfully excluded from the partnership business or from possession of its property by his copartners has the right to a formal account - a comprehensive reckoning of the partnership's affairs rather than an inspection of documents, which is the separate duty to render information under § 42. It turns on the exclusion being wrongful, which is a question about what these partners had agreed between themselves.

How the parties settled it

A set of keys is returned and the excluded partner goes back on the mandate as a second signatory, and both instruct one independent accountant to prepare a full account to a named date.

Illustrative example

A partner is convinced money has been taken out of the business but cannot say how much or when. She is told she must prove it before anyone will open the books to her.

How the wording applies

The right to an account is available as provided by § 43, so a partner who suspects a copartner has taken a private benefit does not have to establish it first - the accounting is the mechanism by which it is established. The fourth ground, whenever other circumstances render it just and reasonable, is deliberately open. What it does turn on is being a partner at all, which is a § 11 question.

How the parties settled it

They instruct one accountant jointly, agree the scope and the period in writing beforehand, and each accepts the resulting account as the basis for whatever follows from it.

Illustrative example

Two partners have decided to go their separate ways and cannot agree what either of them is owed. One threatens to dissolve the business immediately to force the issue.

How the wording applies

An accounting can be had without ending the business: the section states a right to an account, not a route to dissolution, and it fixes nothing by itself - the account is the process through which what each is owed gets worked out. It turns on which of the four grounds is relied on, and the just-and-reasonable ground is broad enough for partners who simply cannot agree.

How the parties settled it

They keep trading while an account is prepared to an agreed date, and commit in writing to using its figures rather than their own estimates when the time comes to divide anything.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 2003 to 2017.

Mills v. Chauvin, 103 A.D.3d 1041 (2013)

Appellate Division

What the court had to decide

Whether a partner is entitled to a formal accounting under Partnership Law § 44 when there is no written agreement authorizing it, no breach of fiduciary duty, no wrongful exclusion, and no other just and reasonable circumstances.

What it held

The court held that Chauvin failed to demonstrate his entitlement to a formal accounting because there was no written partnership agreement allowing it, no evidence of breach of fiduciary duty or wrongful exclusion, and no other circumstances warranting an accounting.

In the court's words
As a result, we agree that Chauvin failed to demonstrate his entitlement to a formal accounting (see Partnership Law §§ 43-44).

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

Related sections

N.Y. Partnership Law § 43 Partnership Law § 43: a partner must account for any private benefit N.Y. Partnership Law § 40 Equal profits, no salary: N.Y. Partnership Law § 40 N.Y. Partnership Law § 11 Profit is prima facie evidence: N.Y. Partnership Law § 11 N.Y. Partnership Law § 73 Retiring partner share value: N.Y. Partnership Law § 73

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of N.Y. Partnership Law § 44 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in New York.

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