Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

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 only by a person that is a member at the time the action is commenced and remains a member while t…

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.

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 and the response to the demand by the managers or other members; or b. If a demand has not been made, …

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 special litigation committee to investigate the claims asserted in the proceeding and deter…

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 68 of this act, whether by judgment, compromise, or settlement, belong to the limit…

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 a limited liability company. "Constituent organization" means an organization that is party to …

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 act, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes t…

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 to by all the members of a constituent limited liability co…

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 constituent limited liability company, as provided in sub…

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 organization ceases to exist as a separate entity; (3) all prope…

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 limited liability company may convert to an organization other than a foreign limited liabilit…

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 to by all the members of a converting limited lia…

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 abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". b. Unless authorized by subsection d. of…

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 for filing articles of conversion, which shall be…

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 purposes the same entity that existed before the conversion. b. When a conversion takes effect: (1) all …

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 a plan of domestication, if: (1) the foreign limited liability company's governing statute au…

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 86 of this act, if the…

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 articles of domestication, which shall include:…

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 owned by the domesticating company remains vested in the domes…

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 with respe…

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 domesticated under law other than this act. b. Without limiting the foregoing, it is intended that a lim…

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 law with respect to its subject matter among states that enact i…

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 Commerce Act," Pub.L.106-…

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 this State shall not conduct any of tho…

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.

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 this act; and (2) a limited liability company formed before the effe…

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 to do business in this State as a foreign limited liability company with two or more members shall be …

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 following fees shall be paid to and collected by the State Treasurer for the use of the State: (1) Upon the receipt for fi…

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, an operating agreement, the day on which the notice is given shall be excluded, and the day on which the mat…

42:3-1. Under authority of R.S. 42:3-1 et seq. The principal place of business of an association formed under authority of R.S. 42:3-1 et seq. shall be established and maintained within this State. After the effective date of P.L. 1988, c. 130, no new limited partnership associat…

42:3-10. Execution against members; subscription book No execution of the kind mentioned in section 42:3-9 of this title shall issue against any member of a limited partnership association except upon an order of the court or a judge thereof in which the action or other proceedin…

42:3-11. Interests deemed personal, transfer 42:3-11. Interests in a limited partnership association shall be personal estate, and may be transferred under such rules and regulations as the association may prescribe. No transferee of any interest, or the representative of any dec…

42:3-12. Loan of association's credit, name or capital No limited partnership association shall loan its credit, its name or its capital to any of its members; but such loan may be made to any other person or association, with the consent in writing of a majority of the members i…

42:3-13. Division of profits of business A limited partnership association may, from time to time, divide the profits of its business in such manner and in such an amount as a majority of its managers may determine, which profits so divided shall not at the time diminish or impai…

42:3-13.1. Renewal or continuation of term of existence; resolution; statement; recording Any such limited partnership association whose term is about to expire by limitation under the chapter to which this act is a supplement, may at any time within 5 years next preceding the ex…

42:3-13.2. Time of renewal Upon the recording of such statement of renewal in the office of the clerk of the proper county, such association shall be renewed; provided, however, that the renewed term of such limited partnership association shall begin from the expiration of its f…

42:3-13.3. Successive periods of renewal or continuation; duration of period The term of a limited partnership association which has once been renewed or continued may, as provided herein, be further renewed or continued for successive periods, each of which shall not exceed 20 y…

42:3-13.4. Dissatisfied member entitled to his interests; procedure 4. If any member of any such limited partnership association shall be dissatisfied with or object to any such renewal or continuance, then the member shall be entitled only to his interest in the association at a…

42:3-14. Dissolution; when authorized; notice; publication 1. A limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) may be dissolved: I. Whenever the period fixed for the duration of the association expires; II. Whenever by a vo…

42:3-15. Association continued for closing affairs Any limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) shall, upon its expiration by its own limitations or its dissolution otherwise, be continued as such an association to en…

42:3-16. Managers as trustees for purpose of settlement; powers The managers of any expired or dissolved limited partnership associations, or, where a vacancy exists at the time of or occurs subsequent to the expiration or dissolution, the surviving managers or manager shall be t…

42:3-17. Trustees may sue or be sued The managers, constituted trustees as provided by section 42:3-16 of this title, may sue for and recover the debts owing to and the property of the association, in the name of the association, and may be sued by the same name, or in their own …

42:3-18. Validity of deed made by trustees When any deed or conveyance of real or personal property of any expired or dissolved limited partnership association shall be made, executed and delivered by the trustees thereof, the title of the purchaser or grantee in such deed to the…

42:3-19. Receiver for expired or dissolved association; application; summary hearing Any creditor or member of any limited partnership association which has expired by its own limitation, or been otherwise dissolved, or which shall so expire or be dissolved may, at any time after…

42:3-2. Amending statement 42:3-2. The persons desiring to amend the statement of the association shall a. Sign and acknowledge before some officer competent to take acknowledgment of deeds, a statement in writing which shall set forth: I. The full names of such persons; II. The …

42:3-20. Designation or appointment of trustees or receivers If, in the action under section 42:3-19 of this Title, it shall appear to the court that such association has so expired or been dissolved, it may either continue the managers acting as such at the expiration or dissolu…