Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

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 certificate shall be executed by the person or persons named therein as…

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 the Secretary of State with a copy of its certificate …

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 or at any later time specified in the certificate of limited partnership not later than 30 days of th…

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 which shall set forth: a. The name of the limited partnership; b. The date of filing of the origi…

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 partnership action therein referred to, or was defectively or erroneously executed, the inst…

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 in the name of the partnership; b. There is a decrease in the amount of the contr…

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 there are no limited partners. The certificate of cancellation shall be filed in the offic…

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 following manner: a. An original certificate of limited partnership must be signed by all general pa…

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 chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those…

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 a partnership interest, who is adversely affected by the failure or refusal, may file a…

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 any certificates of amendment or cancellation or any order or judgment…

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 loss by reliance on the statement may recover dam…

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 is a limited partnership, but it is not notice of any other fact not set forth in the certificate or amendment thereto. L.…

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 general partners shall promptly deliver or mail a copy of the certificate …

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 limited partner: a. In the case of a person acquiring a …

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 the limited partners the right to vote, on a per capita or other basis, upon such matters as set forth in the partnership agreem…

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 he is also a general partner or, in addition to the exercise of his rights and powers as a …

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 erroneously but in good faith believes that he has becom…

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 9 of P.L 1983, c. 489 (C. 42:2A-9); b. Obtain from the general partners from time to time upon reasonab…

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 meeting of limited partners shall be given not less than 10 days nor more …

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 limited partner who signs a waiver of notice, in person or by an attorney-in-fact, whether before or a…

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 taken: a. At a meeting with notice thereof given as provided in section 42 of P.L.…

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 for determining the partnership's limited partners with regard to any partnership action or event an…

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 common may be voted at any meeting of limite…

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, s. 3, eff. April 1, 1985.

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 for in the written partnership agreement b…

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 to be a general partner of a limited partnership upon the happening of any of the fol…

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 a partner in a partnership without limited partners and except as provided in thi…

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 profits and losses of, and in d…

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 same time. b. A person who is a general, and also at the same time a limited partner,…

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), separately or with all or any class of the limited partners, on any matter. L. 1983, c. 489, s. 33, eff. April 1, 198…

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 to contribute cash or property or to perform services. L. 1983, c. 489, s. 34, eff. …

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 any promise to contribute cash or property or to perform services a…

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 the manner provided in the partnership agreement. If the partnership agreement does not …

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 the manner provided in the partnership agreement. If the partnership agreement does…

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 partnership and before the dissolution and winding up thereof: a. To the ext…

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 shall be governed by the provisions of this chapter…

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 if the withdrawal violates the partnership agreement, the limited partnership may recov…

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 certificate of limited partnership and in accordance with the partnership agreement. If th…

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 under the partnership agreement and, if not otherwise provided in the a…

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 right to demand and receive any distribution from a limited partnership in any form o…

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 available to, a creditor of the limited partnership with respect to the distribution. L. 1983, c. 489, s.…

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 liabilities of the limited partnership, other than liabilities to partners on ac…

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 agreement or this chapter, he is liable to the limited partnership for a per…

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 assignment of a partnership interest does not dis…