New Jersey Statutes

Titles / PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS / Sections

• Chapter 1A

• 56
  No retroactive effects
  
  
• 41
  Postdissolution, rights, duties on winding up
  
  
• 40
  Dissolution, continuation for purpose of winding up
  
  
• 39
  Dissolution of partnership; winding up, event causing
  
  
• 38
  Continued use of name relative to liability
  
  
• 37
  Statement of dissociation
  
  
• 36
  Dissociated partner's liability
  
  
• 35
  Partnership bound by act of dissociated partner; conditions; liability
  
  
• 34
  Dissociation not resulting in dissolution; buyout; damages
  
  
• 33
  Dissociation; effects on partnership, partner
  
  
• 32
  Dissociation of partners; wrongful conditions
  
  
• 31
  Dissociation from partnership; events causing
  
  
• 30
  Orders charging transferable interests; effects
  
  
• 42
  Partner's act after dissolution
  
  
• 43
  Statement of dissolution, effects of filing
  
  
• 55
  Applicability, construction of act
  
  
• 54
  Restraint of foreign limited liability partnership
  
  
• 53
  Activities not considered transacting business
  
  
• 52
  Foreign qualification required; effects of failure
  
  
• 51
  Statement of foreign qualification; filing
  
  
• 50
  Foreign limited liability partnership; law governing, effect in this State
  
  
• 49
  Annual report; filing
  
  
• 48
  Name of limited liability partnership
  
  
• 47
  Limited liability partnership; qualification as
  
  
• 46
  Other business entity; merger or consolidation; effect of certificate
  
  
• 45
  Rights of partners to application of partnership assets; settlement of accounts
  
  
• 44
  Liability after dissolution
  
  
• 29
  Transfer of partner's interest
  
  
• 1
  Short title
  
  
• 13
  Partner considered agent of partnership; limitation
  
  
• 12
  Acquisition of partnership property; presumptions
  
  
• 11
  Property of the partnership
  
  
• 10
  Formation of partnership; rules for determining formation
  
  
• 9
  Entity as partnership; limited partnership
  
  
• 8
  Partnership governed by this act and its amendments
  
  
• 7
  Law governing relations among partners, between partners and partnership
  
  
• 6
  Statements filed in the Division of Commercial Recording; effects, fees
  
  
• 5
  Principles of law and equity applicable; rate of interest determined
  
  
• 4
  Agreement governing partners, partnership; prohibited terms
  
  
• 3
  Explanation of knowledge, notice; giving, receiving notice
  
  
• 2
  Definitions relative to partnerships
  
  
• 14
  Transfer of partnership property
  
  
• 15
  Statement of partnership authority; filing
  
  
• 28
  Transferable interest of partner
  
  
• 27
  Partner not co-owner
  
  
• 26
  Continuation of partnership beyond term or undertaking
  
  
• 25
  Legal actions
  
  
• 24
  Fiduciary duties
  
  
• 23
  Books, records; rendering of information
  
  
• 22
  Distributions in kind
  
  
• 21
  Rights and duties of partners
  
  
• 16
  Statement of denial; limitation on authority
  
  
• 17
  Partnership liable for loss, injury
  
  
• 18
  Partnership obligations; liability of partners
  
  
• 19
  Suits, actions by or against partnership; satisfaction of judgments
  
  
• 20
  Partnership by representation; liability
  
  
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• Chapter 2B

• 24
  Dissociation of membership.
  
  
• 23
  Debts, obligations, liabilities
  
  
• 22
  Operating agreement, classes of members
  
  
• 21
  Members of limited liability company, interest
  
  
• 20
  "Other business entity" defined; merger, consolidation
  
  
• 19
  Restated certificate of formation
  
  
• 18
  Certificate of formation serves as notice
  
  
• 17
  Filing of certificates; effectiveness
  
  
• 24.1
  Rights of dissociated member
  
  
• 25
  Information; member's rights; manager's rights
  
  
• 33
  Obligations of members for contributions promised
  
  
• 32
  Member contributions
  
  
• 31
  Protection for member, manager for reliance on information.
  
  
• 30
  Provisions of operating agreement on performance of managers
  
  
• 29
  Operating agreement provisions for classes and groups of managers
  
  
• 28
  Manager as member
  
  
• 27
  Management of company, control.
  
  
• 26
  Provisions of operating agreement on performance of members
  
  
• 16
  Action to compel execution of certificate, agreement
  
  
• 15
  Execution of certificates
  
  
• 14
  Cancellation of certificate of formation; filing of certificate of cancellation.
  
  
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• Chapter 2A

• 71
  Rules and regulations
  
  
• 72
  Exemption from filing business name certificates
  
  
• 73
  "Other business entity" defined; domestic limited partnership, merger, consolidation
  
  
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• Chapter 2B

• 1
  Short title
  
  
• 2
  Definitions relative to limited liability companies.
  
  
• 3
  Name of limited liability company.
  
  
• 4
  Conditions for use of alternate name; certificate of registration
  
  
• 5
  Exclusive use, reservation of specified name
  
  
• 6
  Company office; agent
  
  
• 7
  Agent resignation; successor
  
  
• 8
  Purpose of limited liability company; powers
  
  
• 8.1
  Annual report by limited liability company to Secretary of State
  
  
• 9
  Members', managers' rights, obligations
  
  
• 10
  Indemnification powers
  
  
• 11
  Certificate of formation; filing.
  
  
• 12
  Certificate of correction; filing
  
  
• 13
  Amending a certificate of formation
  
  
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• Chapter 2A

• 70
  Annual report to State Treasurer by foreign limited partnership
  
  
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• Chapter 2B

• 34
  Allocation of profits and losses
  
  
• 53
  Application for registration
  
  
• 54
  Approval of application
  
  
• 55
  Certificate correcting statement
  
  
• 56
  Cancellation of registration
  
  
• 57
  Registration of foreign liability company; liability; violations, penalties
  
  
• 58
  Jurisdiction; injunctive relief; summary proceedings
  
  
• 59
  Application of C.42:2B-15 to foreign companies
  
  
• 60
  Action by member
  
  
• 61
  Derivative actions
  
  
• 62
  Contents of complaint
  
  
• 63
  Entitlement to security
  
  
• 64
  Award to plaintiff
  
  
• 65
  Fees.
  
  
• 66
  Liberal construction.
  
  
• 67
  Rules of law and equity govern
  
  
• 68
  Provisions of act subject to change
  
  
• 69
  Taxation classification.
  
  
• 52
  Laws governing foreign company
  
  
• 51
  Distribution of assets upon winding up; payment of claims, obligations
  
  
• 50
  Wind-up of affairs; appointment of liquidating trustee; liability not affected, imposed
  
  
• 35
  Distributions of cash, other assets
  
  
• 36
  Distributions to member prior to resignation, dissolution, winding up
  
  
• 37
  Resignation of manager.
  
  
• 38
  Resignation of member
  
  
• 39
  Distribution to resigning member.
  
  
• 40
  Member distributions limited to cash
  
  
• 41
  Creditor status for member entitled to distribution
  
  
• 42
  Distributions to members, limitations; violations, liability
  
  
• 43
  Company interest, personal property
  
  
• 44
  Company interest assignable; rights of assignee.
  
  
• 45
  Rights of judgment creditor of member
  
  
• 46
  Conditions for assignee becoming member; rights, obligations, liability.
  
  
• 47
  Death, incompetence of member.
  
  
• 48
  Dissolution, wind up.
  
  
• 49
  Dissolution by decree
  
  
• 49.1
  Notice by dissolved company requiring creditors to present claims in writing; "creditor" defined
  
  
• 49.2
  Creditors not complying barred from suing, exceptions
  
  
• 70
  Filings, reports
  
  
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• Chapter 2A

• 69
  Annual report to the State Treasurer by domestic limited partnerships
  
  
• 1
  Short title.
  
  
• 17
  When amendment to certificate required
  
  
• 18
  Cancellation of certificate
  
  
• 19
  Execution of certificate
  
  
• 20
  Amendment or cancellation by judicial act
  
  
• 21
  Filing in office of Secretary of State; effect of filing
  
  
• 22
  Liability for false statement in certificate
  
  
• 23
  Notice
  
  
• 24
  Delivery of certificates to limited partners
  
  
• 25
  Admission of additional limited partners
  
  
• 26
  Voting
  
  
• 27
  Liability to third parties
  
  
• 28
  Person erroneously believing himself a limited partner
  
  
• 29
  Right to information
  
  
• 29.1
  Notice of limited partners' meetings
  
  
• 29.2
  Waiver of notice of lapse of time
  
  
• 29.3
  Action by limited partners
  
  
• 29.4
  Fixing record date
  
  
• 16.1
  Certificate of correction
  
  
• 16
  Amendment to certificate
  
  
• 15
  Time when partnership formed
  
  
• 2
  Rules of construction
  
  
• 3
  When Uniform Partnership Law applicable
  
  
• 4
  Existing limited partnerships brought under this chapter
  
  
• 5
  Definitions relative to limited partnerships.
  
  
• 6
  Name of limited partnership.
  
  
• 6.1
  Use of name other than actual limited partnership name
  
  
• 7
  Reservation of name
  
  
• 8
  Registered office and registered agent
  
  
• 8.1
  Change of registered office or agent
  
  
• 8.2
  Resignation of registered agent
  
  
• 9
  Records to be kept and maintained at the principal office
  
  
• 10
  What business authorized
  
  
• 11
  Business transactions of partner with partnership
  
  
• 12
  Nature of partnership interest
  
  
• 13
  County clerk to transmit documents to Secretary of State
  
  
• 14
  Certificate of limited partnership
  
  
• 14.1
  Certificates of limited partnerships formed prior to April 1, 1985
  
  
• 29.5
  Limited partnership interests held jointly or as tenants in common
  
  
• 68
  Filing fee of the State Treasurer
  
  
• 50
  Power of personal representative of deceased or incompetent person; representative or successor of corporation, trust or other entity
  
  
• 51
  Dissolution
  
  
• 52
  Judicial dissolution
  
  
• 53
  Right to wind up partnership affairs
  
  
• 54
  Distribution of assets
  
  
• 55
  Law governing
  
  
• 57
  Application for certificate of authority to transact business
  
  
• 58
  Changes in and amendments to application for certificate
  
  
• 59
  Cancellation of certificate of authority to do business in the State
  
  
• 60
  Transacting business without certificate of authority
  
  
• 61
  Injunction against foreign limited partnership.
  
  
• 62
  Right of action
  
  
• 63
  Proper plaintiff
  
  
• 64
  Pleading
  
  
• 65
  Security for expenses
  
  
• 66
  Expenses
  
  
• 67
  Indemnification of general partner
  
  
• 49
  Right of assignee to become limited partner; rights, restrictions and liabilities
  
  
• 48
  Rights of judgment creditor of a partner
  
  
• 47
  Assignment of partnership interest; rights of assignee
  
  
• 36
  Liability of partner for contribution
  
  
• 35
  Form of contribution by partners
  
  
• 34
  Voting
  
  
• 33.1
  One person as both general and limited partner
  
  
• 33
  Contributions by general partner; profits and losses; distributions
  
  
• 32
  General powers and liabilities
  
  
• 31
  Events of withdrawal of a general partner
  
  
• 30
  Admission of additional general partners
  
  
• 37
  Sharing of profits and losses
  
  
• 38
  Sharing of distributions
  
  
• 46
  Liability upon return of contribution
  
  
• 45
  Limitations on distribution
  
  
• 44
  Right to distribution
  
  
• 43
  Distribution in cash or kind
  
  
• 42
  Distribution upon withdrawal
  
  
• 41
  Withdrawal of limited partner
  
  
• 40
  Withdrawal of general partner
  
  
• 39
  Interim distributions
  
  
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• Chapter 3

• 20
  Designation or appointment of trustees or receivers
  
  
• 19
  Receiver for expired or dissolved association; application; summary hearing
  
  
• 18
  Validity of deed made by trustees
  
  
• 17
  Trustees may sue or be sued
  
  
• 16
  Managers as trustees for purpose of settlement; powers
  
  
• 15
  Association continued for closing affairs
  
  
• 21
  General powers of trustees or receivers
  
  
• 22
  Sale of property of association by receivers
  
  
• 23
  Continuance of powers of trustees
  
  
• 24
  Application for injunctive relief and for receivers or trustees for insolvent association
  
  
• 25
  Injunctive relief
  
  
• 26
  Appointment of receivers or trustees when injunctive relief granted
  
  
• 27
  Oath of receivers or trustees; filing
  
  
• 28
  Jurisdiction of Superior Court
  
  
• 29
  Creditors paid pro rata; disposition of balance
  
  
• 14
  Dissolution; when authorized; notice; publication
  
  
• 13.4
  Dissatisfied member entitled to his interests; procedure
  
  
• 13.3
  Successive periods of renewal or continuation; duration of period
  
  
• 1
  Under authority of R.S. 42:3-1 et seq.
  
  
• 2
  Amending statement
  
  
• 3
  Use of word "limited" in name; display of name
  
  
• 4
  Meetings of members of association; election of officers
  
  
• 5
  Contracting debts
  
  
• 6
  Real estate; purchase, ownership and disposition
  
  
• 7
  Deeds, bonds and mortgages; execution and acknowledgment; seal
  
  
• 8
  Actions by and against association; service of process
  
  
• 9
  Liability of individual members; executions
  
  
• 13.2
  Time of renewal
  
  
• 13.1
  Renewal or continuation of term of existence; resolution; statement; recording
  
  
• 13
  Division of profits of business
  
  
• 12
  Loan of association's credit, name or capital
  
  
• 11
  Interests deemed personal, transfer
  
  
• 10
  Execution against members; subscription book
  
  
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• Chapter 4

• 15
  Conveyances by guardian; disposition of mental incompetent's share of partnership
  
  
• 14
  Powers and duties of guardian in general
  
  
• 13
  Dissolution authorized; application; order of dissolution
  
  
• 9
  Procedure on dissolution and winding up
  
  
• 8
  Order to file claims and bar creditors
  
  
• 7
  Temporary receiver or other custodian of property
  
  
• 2
  Distribution of assets, action for
  
  
• 1
  Purpose and construction of article
  
  
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• Chapter 5

• 5
  Liability to copartners continues
  
  
• 4
  Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners
  
  
• 3
  Discharge of judgment debt by filing acknowledged memorandum
  
  
• 2
  Debtor to take creditor's memorandum; use in evidence
  
  
• 1
  Separate compromise with creditors by individual partner
  
  
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• Chapter 6

• 1
  Application for injunction and receivers or trustees; procedure
  
  
• 2
  List of members filed with clerk of Superior Court
  
  
• 5
  Notice to creditors to file claims
  
  
• 7
  Assessments on members to pay claims
  
  
• 8
  Actions by receivers or trustees for assessments on members
  
  
• 9
  Repayment of excess of funds derived from assessments
  
  
• 10
  Associations dissolved; when