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New Jersey Statutes - Title 42 Partnerships And Partnership Associations
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New Jersey Lawyer > Partnerships and Partnership Associations > New Jersey Statutes - Title 42 Partnerships And Partnership Associations
- New Jersey Statutes 42:1A-1 Short title
1. Sections 1 through 56 and 59 of this act shall be known and may be cited as the "Uniform Partnership Act ...
- New Jersey Statutes 42:1A-2 Definitions relative to partnerships
2. As used in this act: "Business" includes every trade, occupation, and profession. "Debtor in bankruptcy" means a ...
- New Jersey Statutes 42:1A-3 Explanation of knowledge, notice; giving, receiving notice
3. a. A person knows a fact if the person has actual knowledge of it. b. A person has notice ...
- New Jersey Statutes 42:1A-4 Agreement governing partners, partnership; prohibited terms
4. a. Except as otherwise provided in subsection b. of this section, relations among the partners and between the partners and the partnership ...
- New Jersey Statutes 42:1A-5 Principles of law and equity applicable; rate of interest determined
5. a. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. b. ...
- New Jersey Statutes 42:1A-6 Statements filed in the Division of Commercial Recording; effects, fees
6. a. A statement may be filed in the office of the Division of Commercial Recording in the Department of the Treasury. A ...
- New Jersey Statutes 42:1A-7 Law governing relations among partners, between partners and partnership
7. a. Except as otherwise provided in subsection b. of this section, the law of the jurisdiction in which a partnership has its ...
- New Jersey Statutes 42:1A-8 Partnership governed by this act and its amendments
8. A partnership governed by the provisions of this act is subject to any amendment to or repeal of this act. ...
- New Jersey Statutes 42:1A-9 Entity as partnership; limited partnership
9. a. A partnership is an entity distinct from its partners. b. A limited liability partnership continues to be the ...
- New Jersey Statutes 42:1A-10 Formation of partnership; rules for determining formation
10. a. Except as otherwise provided in subsection b. of this section, the association of two or more persons to carry on as ...
- New Jersey Statutes 42:1A-11 Property of the partnership
11. Property acquired by a partnership is property of the partnership and not of the partners individually. L.2000,c.161,s.11. ...
- New Jersey Statutes 42:1A-12 Acquisition of partnership property; presumptions
12. a. Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or ...
- New Jersey Statutes 42:1A-13 Partner considered agent of partnership; limitation
13. Subject to the effect of a statement of partnership authority under section 15 of this act: a. Each partner ...
- New Jersey Statutes 42:1A-14 Transfer of partnership property
14. a. Partnership property may be transferred as follows: (1) subject to the effect of a statement of partnership authority under ...
- New Jersey Statutes 42:1A-15 Statement of partnership authority; filing
15. a. A partnership may file a statement of partnership authority, which: (1) shall include: (a) the name of ...
- New Jersey Statutes 42:1A-16 Statement of denial; limitation on authority
16. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by ...
- New Jersey Statutes 42:1A-17 Partnership liable for loss, injury
17. a. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of ...
- New Jersey Statutes 42:1A-18 Partnership obligations; liability of partners
18. a. Except as otherwise provided in subsections b. and c. of this section, all partners are liable jointly and severally for all ...
- New Jersey Statutes 42:1A-19 Suits, actions by or against partnership; satisfaction of judgments
19. a. A partnership may sue and be sued in the name of the partnership. b. An action may be ...
- New Jersey Statutes 42:1A-20 Partnership by representation; liability
20. a. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a ...
- New Jersey Statutes 42:1A-21 Rights and duties of partners
21. a. Each partner is deemed to have an account that is: (1) credited with an amount equal to the money ...
- New Jersey Statutes 42:1A-22 Distributions in kind
22. A partner has no right to receive, and shall not be required to accept, a distribution in kind. L.2000,c.161,s.22. ...
- New Jersey Statutes 42:1A-23 Books, records; rendering of information
23. a. A partnership shall keep its books and records, if any, at its chief executive office. b. A partnership ...
- New Jersey Statutes 42:1A-24 Fiduciary duties
24. a. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the ...
- New Jersey Statutes 42:1A-25 Legal actions
25. a. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of ...
- New Jersey Statutes 42:1A-26 Continuation of partnership beyond term or undertaking
26. a. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the ...
- New Jersey Statutes 42:1A-27 Partner not co-owner
27. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily ...
- New Jersey Statutes 42:1A-28 Transferable interest of partner
28. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership ...
- New Jersey Statutes 42:1A-29 Transfer of partner's interest
29. a. A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; ...
- New Jersey Statutes 42:1A-30 Orders charging transferable interests; effects
30. a. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the ...
- New Jersey Statutes 42:1A-31 Dissociation from partnership; events causing
31. A partner is dissociated from a partnership upon the occurrence of any of the following events: a. The partnership's ...
- New Jersey Statutes 42:1A-32 Dissociation of partners; wrongful conditions
32. a. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection a. of ...
- New Jersey Statutes 42:1A-33 Dissociation; effects on partnership, partner
33. a. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this act applies; ...
- New Jersey Statutes 42:1A-34 Dissociation not resulting in dissolution; buyout; damages
34. a. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under ...
- New Jersey Statutes 42:1A-35 Partnership bound by act of dissociated partner; conditions; liability
35. a. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, ...
- New Jersey Statutes 42:1A-36 Dissociated partner's liability
36. a. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner ...
- New Jersey Statutes 42:1A-37 Statement of dissociation
37. a. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the ...
- New Jersey Statutes 42:1A-38 Continued use of name relative to liability
38. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of ...
- New Jersey Statutes 42:1A-39 Dissolution of partnership; winding up, event causing
39. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: ...
- New Jersey Statutes 42:1A-40 Dissolution, continuation for purpose of winding up
40. a. Subject to subsection b. of this section, a partnership continues after dissolution only for the purpose of winding up its business. ...
- New Jersey Statutes 42:1A-41 Postdissolution, rights, duties on winding up
41. a. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of ...
- New Jersey Statutes 42:1A-42 Partner's act after dissolution
42. Subject to section 43 of this act, a partnership is bound by a partner's act after dissolution that: a. ...
- New Jersey Statutes 42:1A-43 Statement of dissolution, effects of filing
43. a. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership ...
- New Jersey Statutes 42:1A-44 Liability after dissolution
44. a. Except as otherwise provided in subsection b. of this section and section 18 of this act, after dissolution a partner is ...
- New Jersey Statutes 42:1A-45 Rights of partners to application of partnership assets; settlement of accounts
45. a. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, ...
- New Jersey Statutes 42:1A-46 Other business entity; merger or consolidation; effect of certificate
46. a. As used in this section, "other business entity" means a business corporation, partnership, limited partnership or a limited liability company. ...
- New Jersey Statutes 42:1A-47 Limited liability partnership; qualification as
47. a. A partnership may become a limited liability partnership pursuant to this section. b. The terms and conditions on ...
- New Jersey Statutes 42:1A-48 Name of limited liability partnership
48. The name of a limited liability partnership shall end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP," or "LLP". ...
- New Jersey Statutes 42:1A-49 Annual report; filing
49. a. A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual ...
- New Jersey Statutes 42:1A-50 Foreign limited liability partnership; law governing, effect in this State
50. a. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and ...
- New Jersey Statutes 42:1A-51 Statement of foreign qualification; filing
51. a. Before transacting business in this State, a foreign limited liability partnership shall file a statement of foreign qualification in the office ...
- New Jersey Statutes 42:1A-52 Foreign qualification required; effects of failure
52. a. A foreign limited liability partnership transacting business in this State shall not maintain an action or proceeding in this State unless ...
- New Jersey Statutes 42:1A-53 Activities not considered transacting business
53. a. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of sections 50 through 53 ...
- New Jersey Statutes 42:1A-54 Restraint of foreign limited liability partnership
54. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation ...
- New Jersey Statutes 42:1A-55 Applicability, construction of act
. 55. Sections 1 through 56 of this act shall be applied and construed to effectuate its general purpose to make uniform the law ...
- New Jersey Statutes 42:1A-56 No retroactive effects
56. Sections 1 through 56 of this act do not affect an action or proceeding commenced or right accrued before this act takes ...
- New Jersey Statutes 42:2A-1 Short title.
This chapter may be cited as the "Uniform Limited Partnership Law (1976)" . L.1983, c. 489, s. 1, eff. April 1, 1985. ...
- New Jersey Statutes 42:2A-2 Rules of construction
a. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. b. This ...
- New Jersey Statutes 42:2A-3 When Uniform Partnership Law applicable
In any case not provided for in this chapter, the provisions of the "Uniform Partnership Law" (R.S. 42:1-1 et seq.) shall govern. L.1983, c. 489, ...
- New Jersey Statutes 42:2A-4 Existing limited partnerships brought under this chapter
Existing limited partnerships brought under this chapter. A limited partnership formed under any statute of this State prior to the effective date of this chapter ...
- New Jersey Statutes 42:2A-5 Definitions relative to limited partnerships
5. Definitions. As used in this chapter, unless the context otherwise requires: a. "Certificate of limited partnership" and "partnership certificate" ...
- New Jersey Statutes 42:2A-6 Name of limited partnership
Name of limited partnership. a. The name of each limited partnership as set forth in its certificate of limited partnership or the name of any ...
- New Jersey Statutes 42:2A-6.1 Use of name other than actual limited partnership name
a. No domestic limited partnership or foreign limited partnership which conducts activities in this State shall conduct any activities in this State using an alternate ...
- New Jersey Statutes 42:2A-7 Reservation of name
a. The exclusive right to the use of a limited partnership name may be reserved by: (1) Any person intending to organize a limited partnership ...
- New Jersey Statutes 42:2A-8 Registered office and registered agent
Registered office and registered agent. a. Every domestic and foreign limited partnership shall continuously maintain in this State a registered office, which may, but need ...
- New Jersey Statutes 42:2A-8.1 Change of registered office or agent
Change of registered office or agent. a. A domestic limited partnership or a foreign limited partnership authorized to do business in this State may change ...
- New Jersey Statutes 42:2A-8.2 Resignation of registered agent
Resignation of registered agent. a. The registered agent of a domestic limited partnership or a foreign limited partnership authorized to transact business in this State ...
- New Jersey Statutes 42:2A-9 Records to be kept and maintained at the principal office
Records to be kept and maintained at the principal office. Every limited partnership shall keep and maintain at its principal office the following: a. A ...
- New Jersey Statutes 42:2A-10 What business authorized
A limited partnership may carry on any business which a partnership without limited partners may carry on. L.1983, c. 489, s. 10, eff. April 1, ...
- New Jersey Statutes 42:2A-11 Business transactions of partner with partnership
Except as provided in the partnership agreement, a partner may lend money to and transact business with the limited partnership and, subject to other applicable ...
- New Jersey Statutes 42:2A-12 Nature of partnership interest
A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985. ...
- New Jersey Statutes 42:2A-13 County clerk to transmit documents to Secretary of State
No later than January 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of ...
- New Jersey Statutes 42:2A-14 Certificate of limited partnership
Certificate of limited partnership. Two or more persons desiring to form a limited partnership shall cause to be executed a certificate of limited partnership. The ...
- New Jersey Statutes 42:2A-14.1 Certificates of limited partnerships formed prior to April 1, 1985
1. a. Each limited partnership formed prior to the effective date of P.L.1983, c.489 (C.42:2A-1 et seq.) under any law of this State shall provide ...
- New Jersey Statutes 42:2A-15 Time when partnership formed
A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State ...
- New Jersey Statutes 42:2A-16 Amendment to certificate
A certificate of limited partnership is amended by the filing of a written certificate of amendment thereto in the office of the Secretary of State ...
- New Jersey Statutes 42:2A-16.1 Certificate of correction
Certificate of Correction. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the limited ...
- New Jersey Statutes 42:2A-17 When amendment to certificate required
When amendment to certificate required. An amendment to a certificate of limited partnership shall be filed within 30 days when: a. There is a change ...
- New Jersey Statutes 42:2A-18 Cancellation of certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time ...
- New Jersey Statutes 42:2A-19 Execution of certificate
Execution of certificate. Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the ...
- New Jersey Statutes 42:2A-20 Amendment or cancellation by judicial act
If a person required to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of ...
- New Jersey Statutes 42:2A-21 Filing in office of Secretary of State; effect of filing
Filing in office of Secretary of State; effect of filing. a. An original and a duplicate copy of the certificate of limited partnership and of ...
- New Jersey Statutes 42:2A-22 Liability for false statement in certificate
Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers ...
- New Jersey Statutes 42:2A-23 Notice
Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership ...
- New Jersey Statutes 42:2A-24 Delivery of certificates to limited partners
Delivery of certificates to limited partners. Upon the return of a certificate marked "Filed" by the Secretary of State as provided in section 20, the ...
- New Jersey Statutes 42:2A-25 Admission of additional limited partners
Admission of additional limited partners. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional ...
- New Jersey Statutes 42:2A-26 Voting
Voting. a. Subject to section 26 of P.L. 1983, c. 489 (C. 42:2A-27) the partnership agreement may grant to all or a specified group of ...
- New Jersey Statutes 42:2A-27 Liability to third parties
Liability to third parties. a. Except as provided in subsection d., a limited partner is not liable for the obligations of a limited partnership unless ...
- New Jersey Statutes 42:2A-28 Person erroneously believing himself a limited partner
Person erroneously believing himself a limited partner. a. Except as provided in subsection b., a person who makes a contribution to a business enterprise and ...
- New Jersey Statutes 42:2A-29 Right to information
Right to information. A limited partner has the right to: a. Inspect and copy any of the partnership records required to be maintained by section ...
- New Jersey Statutes 42:2A-29.1 Notice of limited partners' meetings
Notice of Limited Partners' Meetings. a. Except as provided in the partnership agreement, written notice of the time, place and purpose or purposes of every ...
- New Jersey Statutes 42:2A-29.2 Waiver of notice of lapse of time
Waiver of Notice of Lapse of Time. a. Except as provided in the partnership agreement, notice of a meeting need not be given to any ...
- New Jersey Statutes 42:2A-29.3 Action by limited partners
Action by Limited Partners. Except as otherwise provided in the partnership agreement, any action required or permitted to be taken by limited partners may be ...
- New Jersey Statutes 42:2A-29.4 Fixing record date
Fixing Record Date. a. Except as otherwise provided in the partnership agreement, the general partner may fix, in advance, a date as the record date ...
- New Jersey Statutes 42:2A-29.5 Limited partnership interests held jointly or as tenants in common
Limited Partnership Interests Held Jointly or as Tenants in Common. Limited partnership interests held by two or more persons as joint tenants or tenants in ...
- New Jersey Statutes 42:2A-30 Admission of additional general partners
Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided ...
- New Jersey Statutes 42:2A-31 Events of withdrawal of a general partner
Events of withdrawal of a general partner. Except as approved by the specific written consent of all partners at the time, a person ceases to ...
- New Jersey Statutes 42:2A-32 General powers and liabilities
General powers and liabilities. a. Except as expressly provided in this chapter, a general partner of a limited partnership is subject to the restrictions of ...
- New Jersey Statutes 42:2A-33 Contributions by general partner; profits and losses; distributions
Contributions by general partner; profits and losses; distributions. A general partner of a limited partnership may make contributions to the partnership and share in the ...
- New Jersey Statutes 42:2A-33.1 One person as both general and limited partner
One Person as Both General and Limited Partner. a. A person may be general partner and a limited partner in the same partnership at the ...
- New Jersey Statutes 42:2A-34 Voting
Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), ...
- New Jersey Statutes 42:2A-35 Form of contribution by partners
Form of contribution by partners. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation ...
- New Jersey Statutes 42:2A-36 Liability of partner for contribution
Liability of partner for contribution. a. Except as provided in the certificate of limited partnership, a partner is obligated to the limited partnership to perform ...
- New Jersey Statutes 42:2A-37 Sharing of profits and losses
Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in ...
- New Jersey Statutes 42:2A-38 Sharing of distributions
Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in ...
- New Jersey Statutes 42:2A-39 Interim distributions
Interim distributions. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited ...
- New Jersey Statutes 42:2A-40 Withdrawal of general partner
Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but ...
- New Jersey Statutes 42:2A-41 Withdrawal of limited partner
Withdrawal of limited partner. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the ...
- New Jersey Statutes 42:2A-42 Distribution upon withdrawal
Distribution upon withdrawal. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled ...
- New Jersey Statutes 42:2A-43 Distribution in cash or kind
Distribution in cash or kind. Except as provided in the certificate of limited partnership, a partner, regardless of the nature of his contribution, has no ...
- New Jersey Statutes 42:2A-44 Right to distribution
Right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies ...
- New Jersey Statutes 42:2A-45 Limitations on distribution
Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all ...
- New Jersey Statutes 42:2A-46 Liability upon return of contribution
Liability upon return of contribution. a. If a limited partner has received the return of any part of his contribution without violation of the partnership ...
- New Jersey Statutes 42:2A-47 Assignment of partnership interest; rights of assignee
Assignment of partnership interest; rights of assignee. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An ...
- New Jersey Statutes 42:2A-48 Rights of judgment creditor of a partner
Rights of judgment creditor of a partner. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may ...
- New Jersey Statutes 42:2A-49 Right of assignee to become limited partner; rights, restrictions and liabilities
Right of assignee to become limited partner; rights, restrictions and liabilities. a. An assignee of a partnership interest, including an assignee of a general partner, ...
- New Jersey Statutes 42:2A-50 Power of personal representative of deceased or incompetent person; representative or successor of corporation, trust or other entity
Power of personal representative of deceased or incompetent person; representative or successor of corporation, trust of other entity. If a partner who is an individual ...
- New Jersey Statutes 42:2A-51 Dissolution
Dissolution. A limited partnership is dissolved and its affairs shall be wound up upon the happening of any of the following: a. At the time ...
- New Jersey Statutes 42:2A-52 Judicial dissolution
Judicial dissolution. On application by or for a partner the Superior Court may order dissolution of a limited partnership whenever it is not reasonably practicable ...
- New Jersey Statutes 42:2A-53 Right to wind up partnership affairs
Right to wind up partnership affairs. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, ...
- New Jersey Statutes 42:2A-54 Distribution of assets
Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows: a. To creditors, including partners who are ...
- New Jersey Statutes 42:2A-55 Law governing
Law governing. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of ...
- New Jersey Statutes 42:2A-57 Application for certificate of authority to transact business
Application for certificate of authority to transact business. Before transacting business in this State, a foreign limited partnership shall file in the office of the ...
- New Jersey Statutes 42:2A-58 Changes in and amendments to application for certificate
Changes in and amendments to application for certificate. If any statement in the application of a foreign limited partnership for a certificate of authority to ...
- New Jersey Statutes 42:2A-59 Cancellation of certificate of authority to do business in the State
Cancellation of certificate of authority to do business in the State. A foreign limited partnership may cancel its certificate of authority to transact business in ...
- New Jersey Statutes 42:2A-60 Transacting business without certificate of authority
Transacting business without certificate of authority. a. A foreign limited partnership transacting business in this State may not maintain an action in any court of ...
- New Jersey Statutes 42:2A-61 Injunction against foreign limited partnership.
Injunction against foreign limited partnership. a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin ...
- New Jersey Statutes 42:2A-62 Right of action
Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor against ...
- New Jersey Statutes 42:2A-63 Proper plaintiff
Proper plaintiff. In order to bring a derivative action, the limited partner shall be a limited partner at the time of bringing the action and ...
- New Jersey Statutes 42:2A-64 Pleading
Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a ...
- New Jersey Statutes 42:2A-65 Security for expenses
Security for expenses. Unless the plaintiff's or plaintiffs' contributions to the partnership or the plaintiff's or plaintiffs' allocable share of partnership property amount to 5% ...
- New Jersey Statutes 42:2A-66 Expenses
Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the limited partnership as a result of ...
- New Jersey Statutes 42:2A-67 Indemnification of general partner
Indemnification of general partner. a. A domestic limited partnership may indemnify any general partner made a party to an action in the right of a ...
- New Jersey Statutes 42:2A-68 Filing fee of the State Treasurer
65. Filing fees of the State Treasurer. On filing any certificate or other papers relative to limited partnerships in the Department of the ...
- New Jersey Statutes 42:2A-69 Annual report to the State Treasurer by domestic limited partnerships
66. Annual report to the State Treasurer by domestic limited partnerships. a. Every domestic limited partnership authorized in this State ...
- New Jersey Statutes 42:2A-70 Annual report to State Treasurer by foreign limited partnership
67. Annual report to State Treasurer by foreign limited partnership. a. Every foreign limited partnership authorized to transact business in ...
- New Jersey Statutes 42:2A-71 Rules and regulations
Rules and regulations. The Secretary of State shall have full authority to promulgate and adopt rules and regulations to implement the filing and reporting obligations ...
- New Jersey Statutes 42:2A-72 Exemption from filing business name certificates
Exemption from filing business name certificates. Any limited partnership formed under this chapter or R.S. 42:2-1 et seq., or any foreign limited partnership authorized to ...
- New Jersey Statutes 42:2A-73 "Other business entity" defined; domestic limited partnership, merger, consolidation
1. a. As used in this section, "other business entity" means a business corporation, partnership or a limited liability company. b. ...
- New Jersey Statutes 42:2B-1 Short title
1. This act shall be known and may be cited as the "New Jersey Limited Liability Company Act." L.1993,c.210,s.1. ...
- New Jersey Statutes 42:2B-2 Definitions relative to limited liability companies
2. As used in this act unless the context otherwise requires: "Bankruptcy" means an event that causes a person to ...
- New Jersey Statutes 42:2B-3 Name of limited liability company
3. The name of each limited liability company as set forth in its certificate of formation: a. Shall contain the words "Limited Liability Company" or ...
- New Jersey Statutes 42:2B-4 Conditions for use of alternate name; certificate of registration
4. a. No domestic limited liability company or foreign limited liability company which conducts activities in this State shall conduct any of those activities using ...
- New Jersey Statutes 42:2B-5 Exclusive use, reservation of specified name
5. a. The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited liability company ...
- New Jersey Statutes 42:2B-6 Company office; agent
6. a. Each domestic and foreign limited liability company shall have and maintain in this State: (1) A registered office, which may but need not ...
- New Jersey Statutes 42:2B-7 Agent resignation; successor
7. a. The registered agent of a domestic limited liability company or a foreign limited liability company authorized to transact business in this ...
- New Jersey Statutes 42:2B-8 Purpose of limited liability company; powers
8. a. A limited liability company may carry on any lawful business, purpose or activity. b. A limited liability company shall possess and may exercise ...
- New Jersey Statutes 42:2B-8.1 Annual report by limited liability company to Secretary of State
22. a. Each domestic and foreign limited liability company shall file an annual report with the office of the Secretary of State, setting ...
- New Jersey Statutes 42:2B-9 Members', managers' rights, obligations
9. Except as otherwise provided in an operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor ...
- New Jersey Statutes 42:2B-10 Indemnification powers
10. Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have ...
- New Jersey Statutes 42:2B-11 Certificate of formation; filing.
11. a. In order to form a limited liability company, one or more authorized persons must execute a certificate of formation. The certificate ...
- New Jersey Statutes 42:2B-12 Certificate of correction; filing
12. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the limited liability company ...
- New Jersey Statutes 42:2B-13 Amending a certificate of formation
13. a. A certificate of formation is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate ...
- New Jersey Statutes 42:2B-14 Cancellation of certificate of formation; filing of certificate of cancellation.
14. a. A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, ...
- New Jersey Statutes 42:2B-15 Execution of certificates
15. a. Each certificate required by this act to be filed in the office of the Secretary of State shall be executed by one or ...
- New Jersey Statutes 42:2B-16 Action to compel execution of certificate, agreement
16. a. If a person required to execute a certificate required by this act fails or refuses to do so, any other person who is ...
- New Jersey Statutes 42:2B-17 Filing of certificates; effectiveness
17. a. The original signed copy of the certificate of formation and of any certificates of amendment or cancellation (or of any judicial decree of ...
- New Jersey Statutes 42:2B-18 Certificate of formation serves as notice
18. A certificate of formation filed in the office of the Secretary of State is notice that the entity formed in connection with ...
- New Jersey Statutes 42:2B-19 Restated certificate of formation
19. a. A limited liability company may, at any time, integrate into a single instrument all of the provisions of its certificate of formation which ...
- New Jersey Statutes 42:2B-20 "Other business entity" defined; merger, consolidation
20. a. As used in this section, "other business entity" means a corporation, or a business trust or association, a real estate investment ...
- New Jersey Statutes 42:2B-21 Members of limited liability company, interest
21. a. In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member ...
- New Jersey Statutes 42:2B-22 Operating agreement, classes of members
22. a. An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating ...
- New Jersey Statutes 42:2B-23 Debts, obligations, liabilities
23. Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, ...
- New Jersey Statutes 42:2B-24 Dissociation of membership.
24. A member shall be dissociated from a limited liability company upon the occurrence of any of the following events: ...
- New Jersey Statutes 42:2B-24.1 Rights of dissociated member
14. Upon a member's dissociation, the dissociated member has, subject to section 39 of P.L.1993, c.210 (C.42:2B-39), only the rights of an assignee ...
- New Jersey Statutes 42:2B-25 Information; member's rights; manager's rights
25. a. Each member of a limited liability company has the right, subject to such reasonable standards (including standards governing what information and documents are ...
- New Jersey Statutes 42:2B-26 Provisions of operating agreement on performance of members
26. An operating agreement may provide that a member who fails to perform in accordance with, or to comply with the terms and conditions of, ...
- New Jersey Statutes 42:2B-27 Management of company, control.
27. a. (1) Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members ...
- New Jersey Statutes 42:2B-28 Manager as member
28. A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and ...
- New Jersey Statutes 42:2B-29 Operating agreement provisions for classes and groups of managers
29. a. An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may ...
- New Jersey Statutes 42:2B-30 Provisions of operating agreement on performance of managers
30. An operating agreement may provide that a manager who fails to perform in accordance with, or to comply with the terms and conditions of, ...
- New Jersey Statutes 42:2B-31 Protection for member, manager for reliance on information.
31. A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records ...
- New Jersey Statutes 42:2B-32 Member contributions
32. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other ...
- New Jersey Statutes 42:2B-33 Obligations of members for contributions promised
33. a. Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash ...
- New Jersey Statutes 42:2B-34 Allocation of profits and losses
34. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the ...
- New Jersey Statutes 42:2B-35 Distributions of cash, other assets
35. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, ...
- New Jersey Statutes 42:2B-36 Distributions to member prior to resignation, dissolution, winding up
36. Except as provided in this act, to the extent and at the times or upon the happening of the events specified in an operating ...
- New Jersey Statutes 42:2B-37 Resignation of manager.
37. A manager may resign as a manager of a limited liability company at the time or upon the happening of events ...
- New Jersey Statutes 42:2B-38 Resignation of member
38. A member may resign from a limited liability company at the time or upon the happening of events specified in an operating agreement and ...
- New Jersey Statutes 42:2B-39 Distribution to resigning member.
39. a. Except as provided in this act, upon resignation any resigning member from a limited liability company with at least one remaining ...
- New Jersey Statutes 42:2B-40 Member distributions limited to cash
40. Except as provided in an operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any ...
- New Jersey Statutes 42:2B-41 Creditor status for member entitled to distribution
41. Subject to sections 42 and 51 of this act, and unless otherwise provided in an operating agreement, at the time a member becomes entitled ...
- New Jersey Statutes 42:2B-42 Distributions to members, limitations; violations, liability
42. a. A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after ...
- New Jersey Statutes 42:2B-43 Company interest, personal property
43. A limited liability company interest is personal property. A member has no interest in specific limited liability company property. L.1993,c.210,s.43. ...
- New Jersey Statutes 42:2B-44 Company interest assignable; rights of assignee.
44. a. A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee ...
- New Jersey Statutes 42:2B-45 Rights of judgment creditor of member
45. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability ...
- New Jersey Statutes 42:2B-46 Conditions for assignee becoming member; rights, obligations, liability.
46. a. An assignee of a limited liability company interest may become a member as provided in an operating agreement and upon: ...
- New Jersey Statutes 42:2B-47 Death, incompetence of member.
47. If a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage ...
- New Jersey Statutes 42:2B-48 Dissolution, wind up.
48. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: ...
- New Jersey Statutes 42:2B-49 Dissolution by decree
49. On application by or for a member or manager the Superior Court may decree dissolution of a limited liability company whenever it is not ...
- New Jersey Statutes 42:2B-49.1 Notice by dissolved company requiring creditors to present claims in writing; "creditor" defined
1. a. At any time after a limited liability company has been dissolved, the limited liability company, the liquidating trustee or a receiver ...
- New Jersey Statutes 42:2B-49.2 Creditors not complying barred from suing, exceptions
2. Any creditor who does not file a claim as provided within the time limit specified in the notice given pursuant to ...
- New Jersey Statutes 42:2B-50 Wind-up of affairs; appointment of liquidating trustee; liability not affected, imposed
50. a. Unless otherwise provided in an operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if there ...
- New Jersey Statutes 42:2B-51 Distribution of assets upon winding up; payment of claims, obligations
51. a. Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members and managers ...
- New Jersey Statutes 42:2B-52 Laws governing foreign company
52. The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited liability company is organized govern its organization ...
- New Jersey Statutes 42:2B-53 Application for registration
53. a. Before doing business in this State, a foreign limited liability company shall register with the Secretary of State. In order to register, a ...
- New Jersey Statutes 42:2B-54 Approval of application
54. a. If the Secretary of State finds that an application for registration from a foreign limited liability company conforms to law and all requisite ...
- New Jersey Statutes 42:2B-55 Certificate correcting statement
55. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts ...
- New Jersey Statutes 42:2B-56 Cancellation of registration
56. A foreign limited liability company may cancel its registration by filing in the office of the Secretary of State a certificate of cancellation, executed ...
- New Jersey Statutes 42:2B-57 Registration of foreign liability company; liability; violations, penalties
57. a. A foreign limited liability company doing business in this State may not maintain any action, suit or proceeding in this State until it ...
- New Jersey Statutes 42:2B-58 Jurisdiction; injunctive relief; summary proceedings
58. a. The Superior Court shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in this ...
- New Jersey Statutes 42:2B-59 Application of C.42:2B-15 to foreign companies
59. Section 15 of this act shall be applicable to foreign limited liability companies as if they were domestic limited liability companies. L.1993,c.210,s.59. ...
- New Jersey Statutes 42:2B-60 Action by member
60. A member may bring an action in the Superior Court in the right of a limited liability company to recover a judgment in its ...
- New Jersey Statutes 42:2B-61 Derivative actions
61. In a derivative action, the plaintiff must be a member at the time of bringing the action and: a. At the time of the ...
- New Jersey Statutes 42:2B-62 Contents of complaint
62. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action ...
- New Jersey Statutes 42:2B-63 Entitlement to security
63. Unless the plaintiff's or plaintiffs' contributions to the limited liability company or the plaintiff's or plaintiffs' allocable share of property amount to 5% or ...
- New Jersey Statutes 42:2B-64 Award to plaintiff
64. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of the derivative action, ...
- New Jersey Statutes 42:2B-65 Fees
65. a. No document required to be filed under this act shall be effective until the applicable fee required by this section is ...
- New Jersey Statutes 42:2B-66 Liberal construction.
66. a. This act is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability ...
- New Jersey Statutes 42:2B-67 Rules of law and equity govern
67. In any case not provided for in this act, the rules of law and equity, including the law merchant, shall govern. L.1993,c.210,s.67. ...
- New Jersey Statutes 42:2B-68 Provisions of act subject to change
68. All provisions of this act may be altered from time to time or repealed and all rights of members and managers are subject to ...
- New Jersey Statutes 42:2B-69 Taxation classification.
69. a. For all purposes of taxation under the laws of this State, a limited liability company formed under this act or qualified ...
- New Jersey Statutes 42:2B-70 Filings, reports
70. All filings and reports required by this act to be filed in the office of the Secretary of State shall be on forms and ...
- New Jersey Statutes 42:3-1 Under authority of R.S. 42:3-1 et seq.
The principal place of business of an association formed under authority of R.S. 42:3-1 et seq. shall be established and maintained within this State. After ...
- New Jersey Statutes 42:3-2 Amending statement
42:3-2. The persons desiring to amend the statement of the association shall a. Sign and acknowledge before some officer competent to take acknowledgment of deeds, ...
- New Jersey Statutes 42:3-3 Use of word "limited" in name; display of name
1. The word "limited" shall be the last word of the name of every limited partnership association formed under the provisions of this article. 2. ...
- New Jersey Statutes 42:3-4 Meetings of members of association; election of officers
There shall be at least one meeting of the members of the association in each year, at one of which there shall be elected not ...
- New Jersey Statutes 42:3-5 Contracting debts
No debt shall be contracted, or liability incurred for a limited partnership association, except by one or more of its managers, and no liability for ...
- New Jersey Statutes 42:3-6 Real estate; purchase, ownership and disposition
A limited partnership association may purchase and hold real estate and dispose of the same in fee simple, or less estate, the title thereof to ...
- New Jersey Statutes 42:3-7 Deeds, bonds and mortgages; execution and acknowledgment; seal
Every deed or conveyance, and any bonds with or without coupons, and every mortgage for purchase or borrowed moneys made by a limited partnership association ...
- New Jersey Statutes 42:3-8 Actions by and against association; service of process
A limited partnership association shall sue and be sued in its association name. When an action is brought against any such association, service shall be ...
- New Jersey Statutes 42:3-9 Liability of individual members; executions
The members of any limited partnership association shall not be liable under any judgment or order obtained against the association, or for any debt or ...
- New Jersey Statutes 42:3-10 Execution against members; subscription book
No execution of the kind mentioned in section 42:3-9 of this title shall issue against any member of a limited partnership association except upon an ...
- New Jersey Statutes 42:3-11 Interests deemed personal, transfer
42:3-11. Interests in a limited partnership association shall be personal estate, and may be transferred under such rules and regulations as the association may prescribe. ...
- New Jersey Statutes 42:3-12 Loan of association's credit, name or capital
No limited partnership association shall loan its credit, its name or its capital to any of its members; but such loan may be made to ...
- New Jersey Statutes 42:3-13 Division of profits of business
A limited partnership association may, from time to time, divide the profits of its business in such manner and in such an amount as a ...
- New Jersey Statutes 42:3-13.1 Renewal or continuation of term of existence; resolution; statement; recording
Any such limited partnership association whose term is about to expire by limitation under the chapter to which this act is a supplement, may at ...
- New Jersey Statutes 42:3-13.2 Time of renewal
Upon the recording of such statement of renewal in the office of the clerk of the proper county, such association shall be renewed; provided, however, ...
- New Jersey Statutes 42:3-13.3 Successive periods of renewal or continuation; duration of period
The term of a limited partnership association which has once been renewed or continued may, as provided herein, be further renewed or continued for successive ...
- New Jersey Statutes 42:3-13.4 Dissatisfied member entitled to his interests; procedure
4. If any member of any such limited partnership association shall be dissatisfied with or object to any such renewal or continuance, then the member ...
- New Jersey Statutes 42:3-14 Dissolution; when authorized; notice; publication
1. A limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) may be dissolved: I. Whenever the period ...
- New Jersey Statutes 42:3-15 Association continued for closing affairs
Any limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) shall, upon its expiration by its own limitations ...
- New Jersey Statutes 42:3-16 Managers as trustees for purpose of settlement; powers
The managers of any expired or dissolved limited partnership associations, or, where a vacancy exists at the time of or occurs subsequent to the expiration ...
- New Jersey Statutes 42:3-17 Trustees may sue or be sued
The managers, constituted trustees as provided by section 42:3-16 of this title, may sue for and recover the debts owing to and the property of ...
- New Jersey Statutes 42:3-18 Validity of deed made by trustees
When any deed or conveyance of real or personal property of any expired or dissolved limited partnership association shall be made, executed and delivered by ...
- New Jersey Statutes 42:3-19 Receiver for expired or dissolved association; application; summary hearing
Any creditor or member of any limited partnership association which has expired by its own limitation, or been otherwise dissolved, or which shall so expire ...
- New Jersey Statutes 42:3-20 Designation or appointment of trustees or receivers
If, in the action under section 42:3-19 of this Title, it shall appear to the court that such association has so expired or been dissolved, ...
- New Jersey Statutes 42:3-21 General powers of trustees or receivers
The receivers appointed under authority of section 42:3-20 of this Title, shall have full power and authority to demand, sue for, collect, receive and take ...
- New Jersey Statutes 42:3-22 Sale of property of association by receivers
The receivers appointed under authority of section 42:3-20 of this Title shall have power to sell, convey and assign all of the estates, property, rights ...
- New Jersey Statutes 42:3-23 Continuance of powers of trustees
The powers and authority vested in the receivers appointed under authority of section 42:3-20 of this Title may be continued as long as the Superior ...
- New Jersey Statutes 42:3-24 Application for injunctive relief and for receivers or trustees for insolvent association
Any creditor or member of any limited partnership association formed under authority of article one of this chapter (s. 42:3-1 et seq.) which has become ...
- New Jersey Statutes 42:3-25 Injunctive relief
The court may proceed in the action in a summary manner or otherwise. If it shall appear to the court that the association has become ...
- New Jersey Statutes 42:3-26 Appointment of receivers or trustees when injunctive relief granted
The Superior Court, at the time of providing injunctive relief as stated in section 42:3-25 of this Title, or at any time thereafter, may appoint ...
- New Jersey Statutes 42:3-27 Oath of receivers or trustees; filing
Every receiver or trustee shall, before assuming the duties of his office, enter into such bond and comply with such terms as the court may ...
- New Jersey Statutes 42:3-28 Jurisdiction of Superior Court
The Superior Court shall have jurisdiction of the actions provided for in this article, and all questions arising therein, and may make such orders and ...
- New Jersey Statutes 42:3-29 Creditors paid pro rata; disposition of balance
Receivers or trustees of a limited partnership association appointed under the provisions of this article shall pay ratably, as far as possible, out of the ...
- New Jersey Statutes 42:4-1 Purpose and construction of article
This article is remedial, provides additional remedies, and shall be liberally construed to effect its purpose, which is to permit the Superior Court speedily to ...
- New Jersey Statutes 42:4-2 Distribution of assets, action for
When an action is brought in the Superior Court for the dissolution of a partnership, with a view to a distribution of assets amongst creditors ...
- New Jersey Statutes 42:4-7 Temporary receiver or other custodian of property
On application at the time of the commencement of the action or at any subsequent time before or after a judgment of dissolution or other ...
- New Jersey Statutes 42:4-8 Order to file claims and bar creditors
The court may, either before or after a judgment of dissolution, make an order directing creditors to file their claims within such reasonable time as ...
- New Jersey Statutes 42:4-9 Procedure on dissolution and winding up
The proceedings upon the dissolution and winding up of a partnership shall be as near as may be similar to those provided for the winding ...
- New Jersey Statutes 42:4-13 Dissolution authorized; application; order of dissolution
When a member of a partnership has been or shall be adjudged a lunatic, the court may in an action and on application of any ...
- New Jersey Statutes 42:4-14 Powers and duties of guardian in general
When a partnership is dissolved as provided by section 42:4-13 of this Title, or is otherwise dissolved by due course of law, and a member ...
- New Jersey Statutes 42:4-15 Conveyances by guardian; disposition of mental incompetent's share of partnership
The guardian mentioned in section 42:4-14 of this Title may make and execute all such conveyances and do all things necessary to effectuate the provisions ...
- New Jersey Statutes 42:5-1 Separate compromise with creditors by individual partner
Whenever any partnership has been or shall be dissolved by mutual consent or otherwise, any partner may make a separate composition or compromise with any ...
- New Jersey Statutes 42:5-2 Debtor to take creditor's memorandum; use in evidence
Every partner making a composition or compromise under authority of section 42:5-1 of this title shall take from the creditors with whom he may make ...
- New Jersey Statutes 42:5-3 Discharge of judgment debt by filing acknowledged memorandum
If the individual liability of a partner is upon a judgment of any court of record in this state, the clerk of such court shall, ...
- New Jersey Statutes 42:5-4 Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners
1. A compromise or composition with individual members of a partnership shall not: a. Discharge the other copartners; b. Impair the right of any creditor ...
- New Jersey Statutes 42:5-5 Liability to copartners continues
No compromise or composition of an individual partner with a creditor of such partnership shall in any way affect the right of the other copartners ...
- New Jersey Statutes 42:6-1 Application for injunction and receivers or trustees; procedure
When any voluntary association, carrying on business with partnership liabilities, is or shall become insolvent, has suspended or shall suspend its ordinary business for want ...
- New Jersey Statutes 42:6-2 List of members filed with clerk of Superior Court
Upon the commencement of the action process shall issue, directed to the trustees or managers of the association as in other cases, who shall, on ...
- New Jersey Statutes 42:6-5 Notice to creditors to file claims
The receivers or trustees appointed for the association shall give such notice as the court may direct to the creditors thereof, requiring them to file ...
- New Jersey Statutes 42:6-7 Assessments on members to pay claims
If it shall appear by the report filed by the receivers or trustees that the assets of the association are insufficient to pay its debts ...
- New Jersey Statutes 42:6-8 Actions by receivers or trustees for assessments on members
The receivers or trustees of the association shall have authority to maintain, in their own names as receivers or trustees, actions in any court of ...
- New Jersey Statutes 42:6-9 Repayment of excess of funds derived from assessments
If, on the final account of the receivers or trustees, it shall appear that, as a result of the assessments made under section 42:6-7 of ...
- New Jersey Statutes 42:6-10 Associations dissolved; when
Upon the final settlement of the accounts of the receivers or trustees and the payment of the debts of the association, the same shall be ...
Last modified: April 1, 2009
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