Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

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 partnership for the purpose of its business. An act of a partner, including the executi…

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 this act, partnership property held in the name of the partnership may be transferred by an …

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 address of its chief executive office and of one office in this State, if there is on…

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 agent pursuant to subsection b. of section 15 of this act may file a statement of denial stating the…

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 wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the par…

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 of the partnership unless otherwise agreed by the claimant or provided by law. …

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, to the extent not inconsistent with section 18 of this act, any or all o…

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) an order for relief under Title 11 of the United States Code or a comparable order u…

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, in a partnership or with one or more persons not partners, the purported partner is liable to a person t…

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 of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner'…

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.

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 agents and attorneys access to its books and records. It shall provide former partner…

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 of care set forth in subsections b. and c. of this section, as those duties may be clarified or limited in the partnership agr…

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 duty to the partnership, causing harm to the partnership. b. A partner may maintain an action against the partnership or anot…

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 or completion of the undertaking, the rights and duties of the partn…

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 involuntarily. L.2000,c.161,s.27.

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 the partner's right to receive distributions. The interest is personal property. L.2000,c.161,s.28…

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 itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (…

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 person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists fr…

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 interest of the judgment debtor to satisfy the judgment. The court order charg…

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 express will to withdraw as a partner or on a later date specified by th…

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 31 of this act. b. A partner's dissociation is wrongful only if: (1) it is in breach of…

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, Article 7 of this act applies. b. Upon a partner's dissociation: (1) the partn…

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 39 of this act, except as otherwise provided in the partnership a…

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 a surviving partnership under Article 9 of t…

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 not liable for a partnership obligation incurred after dissociation, …

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 is dissociated from the partnership. b. A statement of dissociation is a limitation on the authority o…

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 make the dissociated partner liable for an obligation of the partners or the part…

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 partnership at will, the partnership's having notice from a partner, other than a p…

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 governed by the partnership agreement. To the extent the partner…

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 partnership is terminated when the winding up of its business is completed…

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 partner, partner's legal representative, or transferee, a court of co…

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 the partnership business; or b. Would have bound the partnership under section 13 of this act before…

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 that the partnership has dissolved and is winding up its business. b. A stateme…

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 to the other partners for the partner's share of any partnership liability incurred under section 42 of thi…

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 be applied to discharge its obligati…

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) Pursuant to an agreement of merger or cons…

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 limited liability partnership shall be approved by the vote necessary t…

42:1A-48 Name, alternate name of limited liability partnership. 48. a. 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". b. No domestic limited liability …

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 in the office of the Division of Commercial Recording in the Department of the Treasury w…

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 interest arises under this act and the rate is not specified…

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 partnership and the liability of partners for ob…

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 the Division of Commercial Recording in the Department of the Treasury. …

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 has in effect a statement of foreign qualification. b. The failure of …

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 this act include: (1) maintaining, defending, or settling an action or p…

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 sections 50 through 53 of this act. L.2000,c.161,s.54.