Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

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…

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 charge the partnership interest of the partner with payment of the unsatisfied amo…

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, may become a limite…

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 13 of P.L.1983, c.489 (C.42:2A-1…

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…

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 fixed in or upon the happening of events specified in the certificate of limited partnership; b. The written consent …

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 to carry on the business in conformity with the partnership agreement. L. 1983, c. 4…

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, if none, the limited partners, may wind up the limited partnershi…

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 creditors, to the extent permitted by law, in satisfaction of liabilities of the limited …

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 its limited partners, and a foreign limited partnership may not be denied a certificate of authori…

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 Secretary of State an application execut…

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 transact business in this State was false when made …

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 this State by filing with the Secreta…

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 any foreign limited partnership applying for a certificate of authority to transact business in this …

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 name including an abbreviation of its name or …

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 this State until it has obtained a certificate of …

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 a foreign limited partnership from transacting business in this State: (1…

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 one or more general partners, former general partners, limited partners, or third parties, if general partners with au…

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 either a. Have been a limited partner at the time of the transaction of which he complains; or b. Have had the…

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 general partner or the reasons for not making demand upon a general partner. L. 1983, c. 489, s. 63; amended 1…

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% or more of the contributions of or allocations to partnership prope…

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 a judgment, compromise or settlement of an action, the court may award the plaintiff reasonable expenses, including reasona…

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 limited partnership to procure a judgment in its favor by reason of his being or having…

42:2A-68 Filing fees 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, there shall be paid to the State Treasurer, filing fees, in addition to any applicabl…

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 of the Treasury, within the time …

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 under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partn…

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 the office of the State Treasurer, withi…

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 created under the provisions of this act. L. 1983, c. 489, s. 68, eff. April 1, …

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 transact business in this State, shall be exempt…

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 an agreement of merger or consolidati…

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 not be a place of business maintained by it in the State of…

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 its registered office or its registered agent or both. When the registered o…

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 this State may resign by complying with the provisions of this sect…

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 current list of the full name, the last known business addre…

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.

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 for a foreign limited liability company whose name is not available, by delivering an application to…

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 members as members and between the m…

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 an…

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 agree…

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 be a place of its activity in this State; and (2) an agent for service …

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, its agent for service of process, or the ad…

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 liability company, the agent shall deliver to the filing office for filing a st…

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 the company for service of any process, notice, or demand required or permitted by law to be served…

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 and delivering to the filing office for fil…

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 formation, a limited liability company shall deliver to th…