New Jersey Revised Statutes Title 42 - Partnerships And Partnership Associations

• Section 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 (1996)." L.2000,c.161,s.1.
• Section 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 person who is the subject of: (1)...
• Section 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 of a fact if the...
• Section 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 are...
• Section 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.If an obligation to pay...
• Section 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 certified...
• Section 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 chief...
• Section 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. L.2000,c.161,s.8.
• Section 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 same entity that existed before...
• Section 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 co-owners...
• Section 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.
• Section 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 more partners with an indication...
• Section 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 is an agent of the...
• Section 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 section 15 of...
• Section 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 the partnership; (b) the street...
• Section 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 an...
• Section 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 a...
• Section 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 obligations...
• Section 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 brought against the partnership and,...
• Section 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 partner,...
• Section 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 plus the value...
• Section 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.
• Section 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 shall provide partners and their...
• Section 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 duty...
• Section 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 a...
• Section 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 term...
• Section 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 or...
• Section 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 and...
• Section 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; (2) does not by...
• Section 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 transferable...
• Section 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 having notice of the partner's...
• Section 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 section...
• Section 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; otherwise,...
• Section 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 section...
• Section 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, including...
• Section 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 is...
• Section 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 partner...
• Section 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 itself...
• Section 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: a.In a...
• Section 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. The...
• Section 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 any...
• Section 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.Is appropriate for winding up...
• Section 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 and...
• Section 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 liable...
• Section 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, shall...
• Section 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. b. (1)...
• Section 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 which a partnership becomes a...
• Section 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". L.2000,c.161,s.48.
• Section 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 report...
• Section 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 the...
• Section 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 of...
• Section 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 it...
• Section 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 of...
• Section 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 of...
• Section 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 with...
• Section 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 effect,...
• Section 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.
• Section 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....
• Section 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....
• Section 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...
• Section 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" mean the certificate referred to in...
• Section 42:2a-6 - Name Of Limited Partnership.
  6.Name of limited partnership. a. The name of each limited partnership as set forth in its certificate of limited partnership or the name of...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 42:2a-8.2 - Resignation Of Registered Agent.
  42:2A-8.2. Resignation of registered agent. a. The registered agent of a domestic limited partnership or a foreign limited partnership authorized to transact business in...
• Section 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....
• Section 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...
• Section 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...
• Section 42:2a-12 - Nature Of Partnership Interest
  A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985.
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 42:2a-31 - Events Of Withdrawal Of A General Partner.
  30.Events of withdrawal of a general partner. Except as approved by the specific written consent of all partners at the time, a person ceases...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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,...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 42:2a-50 - Power Of Personal Representative Of Deceased Or Incapacitated Person; Representative Or Successor Of Corporation, Trust, Or Other Entity.
  42:2A-50. Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity. If a partner who is...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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 Treasury,...
• Section 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 shall file in the Department...
• Section 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 this State shall file in...
• Section 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...
• Section 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...
• Section 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. (1) Pursuant to...
• Section 42:2c-1 - Short Title.
  1.Short Title. This act shall be known and may be cited as the "Revised Uniform Limited Liability Company Act." L.2012, c.50, s.1.
• Section 42:2c-2 - Definitions.
  2.Definitions. As used in this act: "Certificate of formation" means the certificate required by section 18 of this act. The term includes the certificate...
• Section 42:2c-3 - Knowledge; Notice.
  3.Knowledge; Notice. a.A person knows a fact when the person: (1)has actual knowledge of it; or (2)is deemed to know it under paragraph (1)...
• Section 42:2c-5 - Powers.
  5.Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things...
• Section 42:2c-6 - Governing Law.
  6.Governing Law. The law of this State governs: a.The internal affairs of a limited liability company; and b.The liability of a member as member...
• Section 42:2c-7 - Supplemental Principles Of Law.
  7.Supplemental Principles of Law. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. L.2012, c.50, s.7.
• Section 42:2c-8 - Name.
  8.Name. a.The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be...
• Section 42:2c-9 - Use Of Name Other Than Actual Limited Liability Company Name.
  9.Use of Name Other Than Actual Limited Liability Company Name. a.A domestic limited liability company or foreign limited liability company which conducts activities in...
• Section 42:2c-10 - Reservation Of Name.
  10.Reservation of Name. a.A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name...
• Section 42:2c-11 - Operating Agreement; Scope, Function, And Limitations.
  11.Operating Agreement; Scope, Function, and Limitations. a.Except as provided in subsections b. and c. of this section, the operating agreement governs: (1)relations among the...
• Section 42:2c-12 - Operating Agreement; Effect On Limited Liability Company And Persons Becoming Members; Preformation Agreement.
  12.Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement. a.A limited liability company is bound by and may enforce the...
• Section 42:2c-13 - Operating Agreement; Effect On Third Parties And Relationship To Records Effective On Behalf Of Limited Liability Company.
  13.Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company. a.An operating agreement may specify that its...
• Section 42:2c-14 - Office And Agent For Service Of Process.
  Office and agent for service of process. a.A limited liability company shall designate and continuously maintain in this State: (1)an office, which need not...
• Section 42:2c-15 - Change Of Designated Office Or Agent For Service Of Process.
  15.Change of Designated Office or Agent For Service of Process. a.A limited liability company or foreign limited liability company may change its registered office,...
• Section 42:2c-16 - Resignation Of Agent For Service Of Process.
  16.Resignation of Agent for Service of Process. a.To resign as an agent for service of process of a limited liability company or foreign limited...
• Section 42:2c-17 - Service Of Process.
  17.Service of Process. a.An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of...
• Section 42:2c-18 - Formation Of Limited Liability Company; Certificate Of Formation.
  18.Formation of Limited Liability Company; Certificate of Formation. a.One or more persons may act as organizers to form a limited liability company by signing...
• Section 42:2c-19 - Amendment Or Restatement Of Certificate Of Formation.
  19.Amendment or Restatement of Certificate of Formation. a.A certificate of formation may be amended or restated at any time. b.To amend its certificate of...
• Section 42:2c-20 - Signing Of Records To Be Delivered For Filing To Filing Office.
  20.Signing of Records to be Delivered for Filing to Filing Office. a.A record delivered to the filing office for filing pursuant to this act...
• Section 42:2c-21 - Signing And Filing Pursuant To Judicial Order.
  21.Signing and Filing Pursuant to Judicial Order. a.If a person required by this act to sign a record or deliver a record to the...
• Section 42:2c-22 - Delivery To And Filing Of Records By Filing Office; Effective Time And Date.
  22.Delivery to and Filing of Records by Filing Office; Effective Time and Date. a.A record authorized or required to be delivered to the filing...
• Section 42:2c-23 - Correcting Filed Record.
  23.Correcting Filed Record. a.A limited liability company or foreign limited liability company may deliver to the filing office for filing a certificate of correction...
• Section 42:2c-24 - Liability For Inaccurate Information In Filed Record.
  24.Liability for Inaccurate Information in Filed Record. a.If a record delivered to the filing office for filing under this act and filed by the...
• Section 42:2c-25 - Certificate Of Standing.
  25.Certificate of Standing. a.The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for...
• Section 42:2c-26 - Annual Report For Filing Office.
  26.Annual Report for Filing Office. a.Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth: (1)the...
• Section 42:2c-27 - No Agency Power Of Member As Member.
  27.No Agency Power of Member as Member. a.A member is not an agent of a limited liability company solely by reason of being a...
• Section 42:2c-28 - Statement Of Authority.
  28.Statement of Authority. a.A limited liability company may deliver to the filing office for filing a statement of authority. The statement: (1)shall include the...
• Section 42:2c-29 - Statement Of Denial.
  29.Statement of Denial. A person named in a filed statement of authority granting that person authority may deliver to the filing office for filing...
• Section 42:2c-30 - Liability Of Members And Managers.
  30.Liability of Members and Managers. a.The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1)are...
• Section 42:2c-31 - Becoming A Member.
  31.Becoming a Member. a.If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by...
• Section 42:2c-32 - Form Of Contribution.
  32.Form of Contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed,...
• Section 42:2c-33 - Liability For Contributions.
  33.Liability for Contributions. a.A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or...
• Section 42:2c-34 - Sharing Of And Right To Distributions Before Dissolution.
  34.Sharing of and Right to Distributions before Dissolution. a.Any distributions made by a limited liability company before its dissolution and winding up shall be...
• Section 42:2c-35 - Limitations On Distribution.
  35.Limitations on Distribution. a.A limited liability company may not make a distribution if after the distribution: (1)the company would not be able to pay...
• Section 42:2c-36 - Liability For Improper Distributions.
  36.Liability for Improper Distributions. a.Except as otherwise provided in subsection b. of this section, if a member of a member-managed limited liability company or...
• Section 42:2c-37 - Management Of Limited Liability Company.
  37.Management of Limited Liability Company. a.A limited liability company is a member-managed limited liability company unless the operating agreement: (1)expressly provides that: (a)the company...
• Section 42:2c-38 - Indemnification And Insurance.
  38.Indemnification and Insurance. a.As used in this section: (1)"Company agent" means any person who is or was a member of a member-managed company, a...
• Section 42:2c-39 - Standards Of Conduct For Members And Managers.
  39.Standards of Conduct for Members and Managers. a.A member of a member-managed limited liability company owes to the company and, subject to subsection b....
• Section 42:2c-40 - Right Of Members, Managers, And Dissociated Members To Information.
  40. Right of Members, Managers, and Dissociated Members to Information. a.In a member-managed limited liability company, the following rules apply: (1)On reasonable notice, a...
• Section 42:2c-41 - Nature Of Transferable Interest.
  41.Nature of Transferable Interest. A transferable interest shall be personal property. L.2012, c.50, s.41.
• Section 42:2c-42 - Transfer Of Transferable Interest.
  42.Transfer of Transferable Interest. a.A transfer, in whole or in part, of a transferable interest: (1)is permissible; (2)does not by itself cause a member's...
• Section 42:2c-43 - Rights Of Judgment Creditor Of A Member.
  43. Rights of Judgment Creditor of a Member. On application by a judgment creditor of a member, a court may charge the transferable interest...
• Section 42:2c-44 - Power Of Personal Representative Of Deceased Member.
  44.Power of Personal Representative of Deceased Member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights...
• Section 42:2c-45 - Member's Power To Dissociate; Wrongful Dissociation.
  45.Member's Power to Dissociate; Wrongful Dissociation. a.A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing...
• Section 42:2c-46 - Events Causing Dissociation.
  46.Events Causing Dissociation. A person is dissociated as a member from a limited liability company when: a.The company has notice of the person's express...
• Section 42:2c-47 - Effect Of Person's Dissociation As Member.
  47.Effect of Person's Dissociation as Member. a.When a person is dissociated as a member of a limited liability company: (1)the person's right to participate...
• Section 42:2c-48 - Events Causing Dissolution.
  48.Events Causing Dissolution. a.A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following:...
• Section 42:2c-49 - Winding Up.
  49.Winding Up. a.A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding...
• Section 42:2c-50 - Known Claims Against Dissolved Limited Liability Company.
  50.Known Claims Against Dissolved Limited Liability Company. a.Except as otherwise provided in subsection d. of this section, a dissolved limited liability company may give...
• Section 42:2c-51 - Other Claims Against Dissolved Limited Liability Company.
  51.Other Claims Against Dissolved Limited Liability Company. a.A dissolved limited liability company may publish notice of its dissolution and request persons having claims against...
• Section 42:2c-52 - Claims Against Member Or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved.
  52.Claims Against Member or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved. a.A claimant, and all those claiming through or...
• Section 42:2c-53 - Administrative Action.
  53.Administrative Action. a.The filing office may place a limited liability company on the inactive list if the company does not: (1)pay, within 60 days...
• Section 42:2c-54 - Reinstatement Following Administrative Dissolution.
  54.Reinstatement Following Administrative Dissolution. a.A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement....
• Section 42:2c-55 - Appeal From Rejection Of Reinstatement.
  55.Appeal from Rejection of Reinstatement. a.If the filing office rejects a limited liability company's application for reinstatement, the filing office shall present a notice...
• Section 42:2c-56 - Distribution Of Assets In Winding Up Limited Liability Company's Activities.
  56.Distribution of Assets in Winding Up Limited Liability Company's Activities. a.In winding up its activities, a limited liability company shall apply its assets to...
• Section 42:2c-57 - Governing Law.
  57.Governing Law. a.The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1)the internal affairs of...
• Section 42:2c-58 - Application For Certificate Of Authority; Amendments To Certificate Of Authority.
  58.Application for Certificate of Authority ; Amendments to Certificate of Authority. Before doing business in this State, a foreign limited liability company shall obtain...
• Section 42:2c-59 - Activities Not Constituting Transacting Business.
  59.Activities Not Constituting Transacting Business. a.Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning...
• Section 42:2c-60 - Filing Of Certificate Of Authority.
  60.Filing of Certificate of Authority. Unless the filing office determines that an application for a certificate of authority does not comply with the filing...
• Section 42:2c-61 - Noncomplying Name Of Foreign Limited Liability Company.
  61.Noncomplying Name of Foreign Limited Liability Company. a.A foreign limited liability company whose name does not comply with section 8 of this act may...
• Section 42:2c-62 - Revocation Of Certificate Of Authority.
  62.Revocation of Certificate of Authority. a.A certificate of authority of a foreign limited liability company to transact business in this State may be revoked...
• Section 42:2c-63 - Reinstatement Of Certificate Of Authority.
  63.Reinstatement of Certificate of Authority. a.A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application...
• Section 42:2c-64 - Cancellation Of Certificate Of Authority.
  64.Cancellation of Certificate of Authority. To cancel its certificate of authority to transact business in this State, a foreign limited liability company shall deliver...
• Section 42:2c-65 - Effect Of Failure To Have Certificate Of Authority.
  65.Effect of Failure to Have Certificate of Authority. a.A foreign limited liability company transacting business in this State may not maintain an action or...
• Section 42:2c-66 - Action By Attorney General.
  66.Action by Attorney General. The Attorney General of the State of New Jersey may maintain an action to enjoin a foreign limited liability company...
• Section 42:2c-67 - Direct Action By Member.
  67.Direct Action by Member. a.Subject to subsection b. of this section, a member may maintain a direct action against another member, a manager, or...
• Section 42:2c-68 - Derivative Action.
  68.Derivative Action. A member may maintain a derivative action to enforce a right of a limited liability company if: a.the member first makes a...
• Section 42:2c-69 - Proper Plaintiff.
  69.Proper Plaintiff. a.Except as otherwise provided in subsection b. of this section, a derivative action under section 68 of this act may be maintained...
• Section 42:2c-70 - Pleading.
  70.Pleading. In a derivative action under section 68 of this act, the complaint shall state with particularity: a.The date and content of plaintiff's demand...
• Section 42:2c-71 - Special Litigation Committee.
  71.Special Litigation Committee. a.If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a...
• Section 42:2c-72 - Proceeds And Expenses.
  72.Proceeds and Expenses. a.Except as otherwise provided in subsection b. of this section: (1)any proceeds or other benefits of a derivative action under section...
• Section 42:2c-73 - Definitions.
  73.Definitions. As used in this Article 10 (sections 73 through 87 of this act): "Constituent limited liability company" means a constituent organization that is...
• Section 42:2c-74 - Merger.
  74.Merger. a.A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 75 through 77 of this...
• Section 42:2c-75 - Action On Plan Of Merger By Constituent Limited Liability Company.
  75.Action on Plan of Merger by Constituent Limited Liability Company. a.Subject to section 86 of this act, a plan of merger shall be consented...
• Section 42:2c-76 - Filings Required For Merger; Effective Date.
  76.Filings Required for Merger; Effective Date. a.After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1)each...
• Section 42:2c-77 - Effect Of Merger.
  77.Effect of Merger. a.When a merger becomes effective: (1)the surviving organization continues or comes into existence; (2)each constituent organization that merges into the surviving...
• Section 42:2c-78 - Conversion.
  78.Conversion. a.An organization, other than a limited liability company or a foreign limited liability company, may convert to a limited liability company, and a...
• Section 42:2c-79 - Action On Plan Of Conversion By Converting Limited Liability Company.
  79.Action on Plan of Conversion by Converting Limited Liability Company. a.Subject to section 86 of this act, a plan of conversion shall be consented...
• Section 42:2c-80 - Filing Required For Conversion; Effective Date.
  80.Filings Required for Conversion; Effective Date. a.After a plan of conversion is approved: (1)a converting limited liability company shall deliver to the filing office...
• Section 42:2c-81 - Effect Of Conversion.
  81.Effect of Conversion. a.An organization that has been converted pursuant to this Article 10 (sections 73 through 87 of this act) is for all...
• Section 42:2c-82 - Domestication.
  82.Domestication. a.A foreign limited liability company may become a limited liability company pursuant to this section, sections 83 through 85 of this act, and...
• Section 42:2c-83 - Action On Plan Of Domestication By Domesticating Limited Liability Company.
  83.Action on Plan of Domestication By Domesticating Limited Liability Company. a.A plan of domestication shall be consented to: (1)by all the members, subject to...
• Section 42:2c-84 - Filings Required For Domestication; Effective Date.
  84.Filings Required for Domestication; Effective Date. a.After a plan of domestication is approved, a domesticating company shall deliver to the filing office for filing...
• Section 42:2c-85 - Effect Of Domestication.
  85.Effect of Domestication. a.When a domestication takes effect: (1)the domesticated company is for all purposes the company that existed before the domestication; (2)all property...
• Section 42:2c-86 - Restrictions On Approval Of Mergers, Conversions, And Domestications.
  86.Restrictions on Approval of Mergers, Conversions, and Domestications. a.If a member of a constituent, converting, or domesticating limited liability company will have personal liability...
• Section 42:2c-87 - Article Not Exclusive.
  87. Article Not Exclusive. a.This Article 10 (sections 73 through 87 of this act) does not preclude an entity from being merged, converted, or...
• Section 42:2c-88 - Uniformity Of Application And Construction.
  88.Uniformity of Application and Construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the...
• Section 42:2c-89 - Relation To Electronic Signatures In Global And National Commerce Act.
  89.Relation to Electronic Signatures In Global and National Commerce Act. This act modifies, limits, and supersedes the federal "Electronic Signatures in Global and National...
• Section 42:2c-90 - Savings Clause.
  90.Savings Clause. This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect. L.2012, c.50, s.90.
• Section 42:2c-91 - Application To Existing Relationships.
  91.Application to Existing Relationships. a.Before March 1, 2014, this act governs only: (1)a limited liability company formed on or after the effective date of...
• Section 42:2c-92 - Tax Classification.
  92.Tax Classification. a.For all purposes of taxation under the laws of this State , a limited liability company formed under this act or qualified...
• Section 42:2c-93 - Fees.
  93.Fees. a.No document required to be filed under this act shall be effective until the applicable fee required by this section is paid. The...
• Section 42:2c-94 - Notices.
  94.Notices. In computing the period of time for the giving of any notice: a.Required or permitted by this act; or b.Unless otherwise provided therein,...
• Section 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....
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 42:4-13 - Dissolution Authorized; Application; Order Of Dissolution
  If a member of a partnership is adjudicated incapacitated, the court may on application of another partner or other person as the court shall...
• Section 42:4-14 - Powers And Duties Of Guardian In General
  When a partnership is dissolved as provided by R.S.42:4-13, or is otherwise dissolved, and a partner has been adjudicated incapacitated, the guardian of the...
• Section 42:4-15 - Conveyances By Guardian.
  42:4-15. The guardian mentioned in R.S.42:4-14 may make and execute all conveyances and do all things necessary to effectuate the provisions of this article...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...

Last modified: October 11, 2016