N.J. Stat. § 42:1A-46 — NJ Code / Title 42 / Chapter 1A / Section 1A-46
Other business entity; merger or consolidation; effect of certificate
Status: in_force

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 consolidation, a partnership may merge or consolidate with or into one or more partnerships or other business entities formed or organized under the laws of this State or any other state or the United States or any foreign country or other foreign jurisdiction, with such partnership or other business entity as the agreement shall provide being the surviving or resulting partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved by all partners of each partnership which is to merge or consolidate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a partnership or other business entity which is not the surviving or resulting partnership or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (2) A partnership may not merge or consolidate with any other business entity if authority for such merger or consolidation is not granted by the laws of the jurisdiction under which the other business entity is organized. (3) With respect to the merger or consolidation of partnerships, each partnership shall comply with the provisions of this section and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. c. If a partnership merges or consolidates under this section, the partnership or other business entity surviving or resulting in, or from, the merger or consolidation, shall file a certificate of merger or consolidation in the office of the Division of Commercial Recording in the Department of the Treasury. The Director of the Division of Commercial Recording shall, upon filing, forward a copy of the certificate of merger or consolidation to the Director of the Division of Taxation. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the partnerships or other business entities which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each of the partnerships or other business entities which is to merge or consolidate; (3) The name of the surviving or resulting partnership or other business entity; (4) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (5) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting partnership or other business entity, and shall state the address thereof; (6) That a copy of the agreement of merger or consolidation shall be furnished by the surviving or resulting partnership or other business entity, on request and without cost, to any member of any partnership or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a partnership or other business entity organized under the laws of this State, a statement that such surviving or resulting other business entity agrees that it may be served with process in this State in any action, suit or proceeding for the enforcement of any obligation of any partnership which is to merge or consolidate, irrevocably appointing the State Treasurer as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the State Treasurer. d. Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Division of Commercial Recording of a certificate of merger or consolidation. e. A certificate of merger or consolidation shall act as a certificate of cancellation for a partnership which is not the surviving or resulting entity in the merger or consolidation. f. An agreement of merger or consolidation approved in accordance with subsection b. of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a partnership if it is the surviving or resulting partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to this subsection shall be effective at the time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent partnership to the merger or consolidation (including a partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting partnership. g. When any merger or consolidation becomes effective under this section, for all purposes of the laws of this State, all of the rights, privileges and powers of each of the partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those partnerships and other business entities, as well as all other things and causes of action belonging to each of those partnerships and other business entities, shall be vested in the surviving or resulting partnership or other business entity, and shall thereafter be the property of the surviving or resulting partnership or other business entity as they were of each of the partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this State, in any of those partnerships and other business entities, shall not revert or in any way be impaired by reason of this act; but all rights of creditors and all liens upon any property of any of those partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of those partnerships and other business entities that have merged or consolidated shall attach to the surviving or resulting partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a partnership, including a partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require the dissolution of the partnership pursuant to section 39 of this act or require the partnership to pay its liabilities and distribute its assets pursuant to section 45 of this act. L.2000,c.161,s.46.
N.J. Stat. § 42:2C-14 — NJ Code / Title 42 / Chapter 2C / Section 2C-14
Office and agent for service of process.
Status: in_force

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 of process. b. A foreign limited liability company that has a certificate of authority under section 58 of this act shall designate and continuously maintain in this State an office and an agent for service of process. c. An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this State or other person with authority to transact business in this State. L.2012, c.50, s.14.
N.J. Stat. § 42:2A-28 — NJ Code / Title 42 / Chapter 2A / Section 2A-28
Person erroneously believing himself a limited partner
Status: in_force

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 become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining that no certificate of limited partnership was ever filed with the Secretary of State or a certificate of limited partnership has been filed which names the person as a general partner in the enterprise he promptly: (1) Causes an appropriate certificate of limited partnership, certificate of correction or a certificate of amendment to be executed and filed; or (2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State a certificate declaring withdrawal under this section. b. A person who makes a contribution of the kind described in subsection a. is liable as a general partner to any third party who transacted business with the enterprise if the third party actually believed in good faith that the person was a general partner at the time of the transaction and no certificate of limited partnership was ever filed or a certificate of limited partnership was filed which names the person as a general partner, and: (1) The business is transacted before an appropriate certificate of limited partnership is filed stating that the enterprise is a limited partnership and indicating in effect that the person is not a general partner; (2) In the case of an amendment, it is after expiration of the 30-day period for filing an amendment indicating in effect that the person is not a general partner under section 16 of P.L. 1983, c. 489 (C. 42:2A-17) and the amendment has not been filed; (3) Before the person withdraws, and an appropriate certificate, as provided in section 27 of P.L. 1983, c. 489 (C. 42:2A-28), is filed to show the withdrawal; or (4) The business is transacted before an appropriate certificate of correction is filed indicating in effect that the person is not a general partner and the third party actually relied in good faith upon the foregoing inaccuracy and is adversely affected by the correction. L. 1983, c. 489, s. 27; amended 1988,c.130,s.15.
N.J. Stat. § 42:3-19 — NJ Code / Title 42 / Chapter 3 / Section 3-19
Receiver for expired or dissolved association; application; summary hearing
Status: in_force

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 such expiration or dissolution in an action apply to the Superior Court for the appointment of a receiver or receivers for the association. The court upon such notice as it may direct, may proceed in a summary manner or otherwise. Amended by L.1953, c. 40, p. 762, s. 9, eff. March 19, 1953.
N.J. Stat. § 42:5-3 — NJ Code / Title 42 / Chapter 5 / Section 5-3
§ 42:5-3
Status: in_force

If the individual liability of a partner is upon a judgment of any court of record in this state, the clerk of such court shall, upon the filing with him of the note or memorandum mentioned in section 42:5-2 of this title, acknowledged by the parties making it as satisfactions of judgments are required to be acknowledged, discharge such judgment of record in so far as the compromising partner is concerned, and the ratable portion of the partner so released shall be credited as a payment on account of the judgment.
N.J. Stat. § 42:2A-72 — NJ Code / Title 42 / Chapter 2A / Section 2A-72
Exemption from filing business name certificates
Status: in_force

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 from the filing requirements of R.S. 56:1-1 et seq. L. 1983, c. 489, s. 69, eff. April 1, 1985.
N.J. Stat. § 42:2A-59 — NJ Code / Title 42 / Chapter 2A / Section 2A-59
Cancellation of certificate of authority to do business in the State
Status: in_force

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 Secretary of State a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims arising out of the transactions of business in this State. The Secretary of State shall cancel the certificate of authority of a foreign limited partnership when the certificate in the state of organization of the foreign limited partnership is cancelled and the Secretary of State receives notice thereof. L. 1983, c. 489, s. 58; amended 1988,c.130,s.29.
N.J. Stat. § 42:2C-9 — NJ Code / Title 42 / Chapter 2C / Section 2C-9
Use of name other than actual limited liability company name.
Status: in_force

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 those activities using an alternate name, including an abbreviation of its name or an acronym, unless: (1) it also uses its actual name in the transaction of any of its activities in a manner that is not deceptive as to its actual identity; or (2) it has first registered the alternate name as provided in subsection b. of this section. b. Any limited liability company may adopt and use any alternate name, including a name which would be unavailable as the name of a domestic or foreign limited liability company because of the prohibitions of subsection a. or b. of section 8 of this act, but not including any name not permitted as a limited liability company name by subsection c. of section 8 of this act, by filing an original and a copy of a certificate of registration of alternate name with the filing office executed on behalf of the limited liability company. The certificate shall set forth: (1) The name, jurisdiction and date of formation of the limited liability company; (2) The alternate name; (3) A brief statement of the character or nature of the particular activities to be conducted using the alternate name; (4) That the limited liability company intends to use the alternate name in this State; (5) That the limited liability company has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use. c. The registration shall be effective for five years from the date of filing and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the limited liability company any time within 90 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b. of this section, the date of the certificate of registration then in effect and that the limited liability company is continuing to use the alternate name. d. This section shall not: (1) Grant to the registrant of an alternate name any right in the name as against any prior or subsequent use of the name, regardless of whether used as a trademark, trade name, business name or corporate name; or (2) Interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any corporate, limited partnership or limited liability company name. e. A limited liability company which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the filing office the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section. For the purpose of this subsection, any part of a year shall be considered a full year. f. The failure of a limited liability company to file a certificate of registration or renewal of alternate name shall not impair the validity of any contract or act of the limited liability company and shall not prevent the limited liability company from defending any action or proceedings in any court of this State, but the limited liability company shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the applicable certificate. g. (1) A limited liability company which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection e. of this section, forfeit to the State a penalty of not less than $200 nor more than $500. (2) A limited liability company which should have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by the filing office, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200 nor more than $500. (3) A penalty imposed under this section shall be recovered with costs in an action brought by the Attorney General. The court may proceed on the action in a summary manner. L.2012, c.50, s.9.
N.J. Stat. § 42:2C-44 — NJ Code / Title 42 / Chapter 2C / Section 2C-44
Power of personal representative of deceased member.
Status: in_force

44. Power of Personal Representative of Deceased Member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection c. of section 42 of this act and, for the purposes of settling the estate, the rights of a current member under section 40 of this act. L.2012, c.50, s.44.
N.J. Stat. § 42:2C-94 — NJ Code / Title 42 / Chapter 2C / Section 2C-94
Notices.
Status: in_force

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 matter noticed is to occur shall be included. L.2012, c.50, s.94.
N.J. Stat. § 42:2A-37 — NJ Code / Title 42 / Chapter 2A / Section 2A-37
Sharing of profits and losses
Status: in_force

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 so provide, profits and losses shall be allocated on the basis of the value (as stated in the limited partnership agreement) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. L. 1983, c. 489, s. 36; amended 1988,c.130,s.20.
N.J. Stat. § 42:3-28 — NJ Code / Title 42 / Chapter 3 / Section 3-28
Jurisdiction of Superior Court
Status: in_force

The Superior Court shall have jurisdiction of the actions provided for in this article, and all questions arising therein, and may make such orders and judgments therein as justice and equity shall require. Amended by L.1953, c. 40, p. 765, s. 18, eff. March 19, 1953.
N.J. Stat. § 42:3-5 — NJ Code / Title 42 / Chapter 3 / Section 3-5
§ 42:3-5
Status: in_force

No debt shall be contracted, or liability incurred for a limited partnership association, except by one or more of its managers, and no liability for an amount exceeding five hundred dollars, except against the person incurring it, shall bind the association, unless reduced to writing and signed by at least two managers.
N.J. Stat. § 42:6-1 — NJ Code / Title 42 / Chapter 6 / Section 6-1
Application for injunction and receivers or trustees; procedure
Status: in_force

When any voluntary association, carrying on business with partnership liabilities, is or shall become insolvent, has suspended or shall suspend its ordinary business for want of funds to carry on the same, or whose debts are unpaid and whose business is unsettled, any creditor or member of such association may in an action apply to the Superior Court for injunctive relief and the appointment of receivers or trustees for the winding up of the business and payment of the debts of the association. Thereupon the court may proceed in the action in a summary manner or otherwise and the proceedings shall be as near as may be similar to those provided by law for winding up insolvent corporations. Amended by L.1953, c. 40, p. 767, s. 35, eff. March 19, 1953.
N.J. Stat. § 42:2A-29.3 — NJ Code / Title 42 / Chapter 2A / Section 2A-29.3
Action by limited partners
Status: in_force

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.1988, c.130 (C. 42:2A-29.1) by that portion of limited partners whose votes are necessary to take such action; or b. Without a meeting, upon the written consent of, that portion of limited partners whose votes are necessary to take such action. When action is taken without a meeting, however, all limited partners shall receive a written report of all actions taken. L. 1988, c. 130, s. 44.
N.J. Stat. § 42:2A-29.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-29.1
Notice of limited partners' meetings
Status: in_force

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 than 60 days before the date of the meeting, either personally or by mail, to each limited partner of record entitled to vote at the meeting. In no case, however, may the partnership agreement provide for less than 10 days' notice. b. When a meeting is adjourned to another time and place, it shall not be necessary, unless the partnership agreement otherwise provides, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the general partner fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each limited partner of record entitled to notice under subsection a. hereof on the new record date. L. 1988, c. 130, s. 42.
N.J. Stat. § 42:2A-6 — NJ Code / Title 42 / Chapter 2A / Section 2A-6
Name of limited partnership.
Status: in_force

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 State: (1) Shall contain the words "limited partnership" or the abbreviation "L.P.," or "LP"; (2) May not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner; (3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership; (4) Shall be such to distinguish it upon the records in the office of the State Treasurer from the names of other domestic limited partnerships, foreign limited partnerships, domestic profit corporations, foreign profit corporations, domestic nonprofit corporations, and foreign nonprofit corporations or a current name reservation or a current name registration unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the limited partnership to the use of the name in this State; (5) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statutes of this State, unless the restrictions have been complied with. b. This section shall not require any domestic limited partnership organized prior to April 1, 1985 to change its name in accordance with this section, if the name is otherwise lawful on March 31, 1985. A limited partnership or foreign limited partnership transacting business in this State shall not change its limited partnership name on or after the effective date of P.L.1988, c.130 to a name which is not available for limited partnership use under this chapter. c. If the name of a foreign limited partnership is not available for use in this State because of paragraphs (1) through (4) of subsection a., the limited partnership may be authorized to transact business in this State under an assumed name by filing in the office of the State Treasurer with its application for an original or amended certificate of authority a certificate of its general partner adopting the assumed name for use in transacting business in this State. d. The limited partnership name of a domestic limited partnership whose certificate of limited partnership has been cancelled, the limited partnership name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, and the corporate name of any profit or nonprofit corporation which has been dissolved and any name confusingly similar to the name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, domestic limited partnership or profit or nonprofit corporation which has been dissolved or which has been terminated shall not be available for foreign or domestic limited partnership use for two years after the effective time of cancellation, withdrawal or termination, unless, within the two-year period, the written consent of the dissolved, withdrawn or cancelled domestic or foreign limited partnership or corporation to the adoption of its name, or a confusingly similar name, is filed in the office of the State Treasurer with the certificate of limited partnership of the new proposed domestic limited partnership or with the application of a foreign limited partnership for an original or amended certificate of authority to transact business in this State.
e. The filing in the office of the State Treasurer of the certificate of limited partnership of a domestic limited partnership or the issuance by the State Treasurer of a certificate to a foreign limited partnership authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or any action by any person adversely affected to enjoin the violation or the use of a limited partnership name in violation of the rights of that person, whether on principles of unfair competition or otherwise, and the court may grant any other appropriate relief in the action. L.1983, c.489, s.6; amended 1984, c.245, s.4; 1988, c.130, s.3; 2011, c.27, s.3.
N.J. Stat. § 42:1A-3 — NJ Code / Title 42 / Chapter 1A / Section 1A-3
Explanation of knowledge, notice; giving, receiving notice
Status: in_force

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 from all of the facts known to the person at the time in question. c. A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. d. A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. e. Except as otherwise provided in subsection f. of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if that person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. f. A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of, a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. L.2000,c.161,s.3.
N.J. Stat. § 42:2A-3 — NJ Code / Title 42 / Chapter 2A / Section 2A-3
When Uniform Partnership Law applicable
Status: in_force

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.
N.J. Stat. § 42:2A-30 — NJ Code / Title 42 / Chapter 2A / Section 2A-30
Admission of additional general partners
Status: in_force

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 but in no event by less than the written consent of all existing general partners and two-thirds in interest of the limited partners. L. 1983, c. 489, s. 29; amended 1984, c.245,s.9; 1988,c.130,s.17.
N.J. Stat. § 42:3-18 — NJ Code / Title 42 / Chapter 3 / Section 3-18
§ 42:3-18
Status: in_force

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 real estate or personal property conveyed thereby shall be valid and effectual in law or equity, as fully and completely as if the same were conveyed by the association and all of its individual partners or members before, or by all of its individual partners or members after, the expiration or dissolution of the association.
N.J. Stat. § 42:3-16 — NJ Code / Title 42 / Chapter 3 / Section 3-16
Managers as trustees for purpose of settlement; powers
Status: in_force

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 the trustees or trustee thereof, as the case may be. The trustees or trustee shall have full power to settle the affairs of the association, collect the outstanding debts, sell and convey the property and assets of all kinds, real and personal, and divide the moneys and other property among the members, after paying its debts, as far as such money and property shall enable them. The trustees shall have power to meet and act under regulations made by a majority of them. They or the survivor of them shall have power to prescribe the terms and conditions of sale of such property and may sell all or any part for cash, or partly on credit, or take mortgages and bonds for part of the purchase price for all or any part of such property. They may in their discretion compound and settle with any debtor or creditor of the association, or with persons having possession of its property, or in any way responsible to the association at the time of the expiration or dissolution thereof, or afterwards, upon such terms and in such manner as they shall deem just and beneficial to the association. The trustees or trustee may, in case of mutual dealings between the association and any person, allow just set-offs in favor of such person in all cases in which the same ought to be allowed, and they shall have full power to perform all such other acts as shall be necessary to carry out the provisions of this article. Amended by L.1953, c. 40, p. 761, s. 8, eff. March 19, 1953.
N.J. Stat. § 42:1A-15 — NJ Code / Title 42 / Chapter 1A / Section 1A-15
Statement of partnership authority; filing
Status: in_force

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 one; (c) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection b. of this section; and (d) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. b. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown. c. If a filed statement of partnership authority is executed pursuant to subsection c. of section 6 of this act, and states the name of the partnership, but does not contain all of the other information required by subsection a. of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections d. and e. of this section. d. A filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (2) a grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the county recording officer is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the county recording officer. The recording in the office of the county recording officer of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. e. A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office of the county recording officer. f. Except as otherwise provided in subsections d. and e. of this section and sections 37 and 43 of this act, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. L.2000,c.161,s.15.
N.J. Stat. § 42:4-9 — NJ Code / Title 42 / Chapter 4 / Section 4-9
Procedure on dissolution and winding up
Status: in_force

The proceedings upon the dissolution and winding up of a partnership shall be as near as may be similar to those provided for the winding up of corporations under Title 14, Corporations, General. Amended by L.1953, c. 40, p. 766, s. 28, eff. March 19, 1953.
N.J. Stat. § 42:2A-71 — NJ Code / Title 42 / Chapter 2A / Section 2A-71
Rules and regulations
Status: in_force

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, 1985.
N.J. Stat. § 42:1A-31 — NJ Code / Title 42 / Chapter 1A / Section 1A-31
Dissociation from partnership; events causing
Status: in_force

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 the partner; b. An event agreed to in the partnership agreement as causing the partner's dissociation; c. The partner's expulsion pursuant to the partnership agreement; d. The partner's expulsion by the unanimous vote of the other partners if: (1) it is unlawful to carry on the partnership business with that partner; (2) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (3) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (4) a partnership that is a partner has been dissolved and its business is being wound up; e. On application by the partnership or another partner, the partner's expulsion by judicial determination because: (1) the partner engaged in wrongful conduct that adversely and materially affected the partnership business; (2) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 24 of this act; or (3) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; f. The partner's: (1) becoming a debtor in bankruptcy; (2) executing an assignment for the benefit of creditors; (3) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (4) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; g. In the case of a partner who is an individual: (1) the partner's death; (2) the appointment of a guardian or general conservator for the partner; or (3) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; h. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; i. In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or j. Termination of a partner who is not an individual, partnership, corporation, trust, or estate. L.2000,c.161,s.31.
N.J. Stat. § 42:2A-67 — NJ Code / Title 42 / Chapter 2A / Section 2A-67
Indemnification of general partner
Status: in_force

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 been a general partner in the limited partnership, against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of the action, or in connection with an appeal therein if the general partner acted in good faith and in a manner the general partner reasonably believed to be in or not opposed to the best interests of the limited partnership. However, in the proceedings no indemnification shall be provided in respect of any claim, issue or matter as to which the general partner shall have been adjudged to be liable for negligence or misconduct, unless and only to the extent that the Superior Court or the court in which the proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court or any other court shall deem proper. b. The indemnification authorized under subsection a. of this section shall in no case include amounts paid in settling or otherwise disposing of a threatened action, or pending action with or without court approval. The indemnification authorized under this section may include expenses incurred in a threatened action, or pending action which is settled or otherwise disposed of without court approval, provided there is a determination upon application to the Superior Court that in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court shall deem proper. c. No indemnification shall be made under this section in any circumstances where it appears that indemnification would be inconsistent with a provision of the certificate of limited partnership, partnership agreement or other proper partnership action in effect at the time of accrual of the alleged cause of action asserted in the threatened or pending action in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification. d. This section is not intended to prevent indemnification of a general partner as provided for under the limited partnership agreement or as approved by the Superior Court or the court in which a proceeding is brought, for expenses and liability in connection with any proceeding, other than an action in the right of the limited partnership by reason of his being or having been a general partner in the limited partnership. L. 1983, c. 489, s. 64.1; amended 1984, c.245,s.11; 1988,c.130,s.36.
N.J. Stat. § 42:2C-66 — NJ Code / Title 42 / Chapter 2C / Section 2C-66
Action by attorney general.
Status: in_force

66. Action by Attorney General. The Attorney General of the State of New Jersey may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this act. A foreign limited liability company doing business in this State without first having obtained a certificate of authority to transact business shall be fined and shall pay to the State Treasurer $200 for each year or part thereof during which the foreign limited liability company failed to obtain a certificate of authority. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The Superior Court may proceed in the action in a summary manner or otherwise. L.2012, c.50, s.66.
N.J. Stat. § 42:1A-56 — NJ Code / Title 42 / Chapter 1A / Section 1A-56
No retroactive effects
Status: in_force

56. Sections 1 through 56 of this act do not affect an action or proceeding commenced or right accrued before this act takes effect, including the right of any partner in a limited liability partnership formed prior to the effective date of this act. L.2000,c.161,s.56.
N.J. Stat. § 42:2C-41 — NJ Code / Title 42 / Chapter 2C / Section 2C-41
Nature of transferable interest.
Status: in_force

41. Nature of Transferable Interest. A transferable interest shall be personal property. L.2012, c.50, s.41.
N.J. Stat. § 42:2C-56 — NJ Code / Title 42 / Chapter 2C / Section 2C-56
Distribution of assets in winding up limited liability company's activities.
Status: in_force

56. Distribution of Assets in Winding Up Limited Liability Company's Activities. a. In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. b. After a limited liability company complies with subsection a. of this section, any surplus shall be distributed in the following order, subject to any order in effect under section 43 of this act: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 of this act. c. If a limited liability company does not have sufficient surplus to comply with paragraph (1) of subsection b. of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. d. All distributions made under subsections b. and c. of this section shall be paid in money. L.2012, c.50, s.56; amended 2013, c.276, s.8.
N.J. Stat. § 42:2A-73 — NJ Code / Title 42 / Chapter 2A / Section 2A-73
"Other business entity" defined; domestic limited partnership, merger, consolidation
Status: in_force

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 consolidation, a domestic limited partnership may merge or consolidate with or into one or more domestic limited partnerships or other business entities formed or organized under the laws of this State or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved as follows: by each domestic limited partnership which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting domestic limited partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a domestic limited partnership or other business entity which is not the surviving or resulting limited partnership or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (2) A domestic limited partnership may not merge or consolidate with any other business entity if authority for such merger or consolidation is not granted by the laws of the jurisdiction under which the other business entity is organized. (3) With respect to the merger or consolidation of domestic limited partnerships, each domestic limited partnership company shall comply with the provisions of this section and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. c. If a domestic limited partnership merges or consolidates under this section, the domestic limited partnership or other business entity surviving or resulting in, or from the merger or consolidation, shall file a certificate of merger or consolidation in the office of the Secretary of State. The Secretary of State shall, upon filing, forward a copy of the certificate of merger or consolidation to the Director of the Division of Taxation. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge or consolidate; (3) The name of the surviving or resulting domestic limited partnership or other business entity; (4) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (5) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address thereof; (6) That a copy of the agreement of merger or consolidation shall be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any member of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a domestic limited partnership, or other business entity organized under the laws of this State, a statement that such surviving or resulting other business entity agrees that it may be served with process in this State in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. d. Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation. e. A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation. f. An agreement of merger or consolidation approved in accordance with subsection b. of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a limited partnership if it is the surviving or resulting limited partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to this subsection shall be effective at the time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership. g. When any merger or consolidation becomes effective under this section, for all purposes of the laws of this State, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of those domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this State, in any of those domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of those domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of those domestic limited partnerships and other business entities that have merged or consolidated shall attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require the domestic limited partnership to wind up its affairs pursuant to section 50 of P.L.1983, c.489 (C.42:2A-51) or pay its liabilities and distribute its assets pursuant to section 53 of P.L.1983, c.489 (C.42:2A-54). L.1995,c.224.
N.J. Stat. § 42:2C-83 — NJ Code / Title 42 / Chapter 2C / Section 2C-83
Action on plan of domestication by domesticating limited liability company.
Status: in_force

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 domesticating company is a limited liability company; and (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. b. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the filing office for filing under section 84 of this act, a domesticating limited liability company may amend the plan or abandon the domestication: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. L.2012, c.50, s.83.
N.J. Stat. § 42:2A-69 — NJ Code / Title 42 / Chapter 2A / Section 2A-69
Annual report to the State Treasurer by domestic limited partnerships.
Status: in_force

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 prescribed by this section, an annual report, executed on behalf of the limited partnership or executed by the registered agent setting forth: 1. The name of the limited partnership; 2. The address, including the actual location as well as the postal designation, if different, of the registered agent in this State; and 3. The name of the registered agent. b. The State Treasurer shall designate a date of filing annual reports for each limited partnership required to submit a report pursuant to this section. c. If the report is not filed for two consecutive years, the certificate of limited partnership shall, after written demand for the reports by the State Treasurer by mail addressed to the limited partnership at the last address appearing of record in the office of the State Treasurer, remain filed but be transferred to an inactive list. A limited partnership shall not have its certificate of limited partnership transferred to the inactive list if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. d. (1) Any domestic limited partnership on the inactive list may return to active status by: (a) Paying to the State Treasurer the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75; (b) Submitting a certificate of amendment adopting a name which complies with paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive limited partnership does not comply with paragraph (4) of subsection a. of section 6; and (c) A tax clearance certificate if the reinstatement is filed two or more years after a limited partnership has been placed on the inactive list. (2) The State Treasurer shall provide the forms necessary to effect annual report reinstatements. e. A limited partnership whose certificate has been transferred to the inactive list shall remain a limited partnership formed under this chapter or under R.S.42:2-1 et seq., but no name reservations, transfers of reserved names, or certificates of amendment may be filed until the limited partnership whose certificate has been placed on the inactive list regains active status. A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the transfer of the certificate of limited partnership to the inactive list. f. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an index thereof. The reports shall be open to public inspection at proper hours. L.1983, c.489, s.66; amended 1988, c.130, s.37.1; 1997, c.139, s.6; 2002, c.34, s.36; 2019, c.149, s.8.
N.J. Stat. § 42:2A-29.5 — NJ Code / Title 42 / Chapter 2A / Section 2A-29.5
Limited partnership interests held jointly or as tenants in common
Status: in_force

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 limited partners by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such interest in the limited partnership in person or by an attorney-in-fact. In the latter event, the written agreement, if any, which governs the manner in which such limited partnership interests shall be voted, shall control if presented at the meeting. If no such agreement is presented at the meeting, then, for the purposes of voting, the interest in the limited partnership shall be divided equally among such joint tenants or tenants in common present. L. 1988, c. 130, s. 46.
N.J. Stat. § 42:2C-39 — NJ Code / Title 42 / Chapter 2C / Section 2C-39
Standards of conduct for members and managers.
Status: in_force

39. Standards of Conduct for Members and Managers. a. A member of a member-managed limited liability company owes to the company and, subject to subsection b. of section 67 of this act, the other members, the duties of loyalty and care stated in subsections b. and c. of this section. b. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties: (1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member: (a) in the conduct or winding up of the company's activities; (b) from a use by the member of the company's property; or (c) from the appropriation of a company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. c. The duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. d. A member shall discharge the duties under this act or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. e. A member does not violate a duty or obligation under this act or under the operating agreement merely because the member's conduct furthers the member's own interest. f. All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. g. It is a defense to a claim under paragraph (2) of subsection b. of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. h. If, as permitted by subsection f. of this section or the operating agreement, a member enters into a transaction with the company that would otherwise be prohibited by paragraph (2) of subsection b. of this section, the member's rights and obligations are the same as those of a person not a member. i. In a manager-managed limited liability company, the following rules apply: (1) Subsections a., b., c. and g. of this section apply to the manager or managers and not the members, and the duty stated under paragraph (3) of subsection b. of this section continues until winding up is completed. (2) Subsections d. and e. of this section apply to the managers as well as the members and, subject to subsection d. of this section, a member does not have any duty to the company or any other member solely by reason of being a member. (3) The power to ratify stated in subsection f. of this section pertains only to the members. L.2012, c.50, s.39.
N.J. Stat. § 42:2C-89 — NJ Code / Title 42 / Chapter 2C / Section 2C-89
Relation to electronic signatures in global and national commerce act.
Status: in_force

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.106-229, 15 U.S.C. s.7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. s.7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. s.7003(b). L.2012, c.50, s.89.
N.J. Stat. § 42:2C-57 — NJ Code / Title 42 / Chapter 2C / Section 2C-57
Governing law.
Status: in_force

57. Governing Law. a. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. b. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the company is formed and the law of this State. c. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. L.2012, c.50, s.57.
N.J. Stat. § 42:2C-72 — NJ Code / Title 42 / Chapter 2C / Section 2C-72
Proceeds and expenses.
Status: in_force

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 limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. b. If a derivative action under section 68 of this act is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. L.2012, c.50, s.72.
N.J. Stat. § 42:2C-93 — NJ Code / Title 42 / Chapter 2C / Section 2C-93
Fees.
Status: in_force

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 filing of a certificate of registration of alternate name or a certificate of renewal pursuant to section 9 of this act, a fee in the amount of $50. (2) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to section 10 of this act, a fee in the amount of $50. (3) Upon the receipt for filing of a statement under section 15 of this act, a fee in the amount of $25, upon the receipt for filing of a statement under section 16 of this act, a fee in the amount of $25 and a further fee of $10 for each limited liability company affected by that statement. (4) Upon the receipt for filing of a certificate of formation under section 18 of this act, a fee in the amount of $125; and upon receipt for filing, a certificate of correction under section 23 of this act, a certificate of amendment or restatement under section 19 of this act, a certificate of dissolution under section 49 of this act, or articles of merger under section 76 of this act, a fee in the amount of $100. (5) Upon the filing of articles of conversion under section 80 of this act, a fee in the amount of $100. (6) Upon filing of an annual report, a fee in the amount of $75.00. (7) Upon requesting a reinstatement of a certificate of a limited liability company. (8) For certifying copies of any paper on file as provided for by this act, a fee in the amount of $25 for each copy certified. (9) The State Treasurer may issue copies of instruments on file as well as other copies, and for all of those copies, whether certified or not, a fee in the amount of $10 for the first page and $2 per page thereafter shall be paid. (10) Upon the receipt for filing of an application for certificate of authority as a foreign limited liability company under section 58 of this act or a certificate of cancellation under section 64 of this act, a fee in the amount of $125. (11) For preclearance of any document for filing, a fee in the amount of $100. (12) For preparing and providing a written report of a record search, a fee in the amount of $50. (13) For issuing any certificate of the State Treasurer, including but not limited to a certificate of good standing, other than a certification of a copy under paragraph (8) of this subsection, a fee in the amount of $50, except that for issuing any certificate of the State Treasurer that recites all of a limited liability company's filings with the State Treasurer, a fee of $100 shall be paid for each such certificate. (14) For receiving and filing or indexing any certificate, affidavit, agreement or any other paper provided for by this act, for which no different fee is specifically prescribed, a fee in the amount of $75. (15) The State Treasurer may in his discretion charge a fee of $50 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order. b. In addition to those fees charged under subsection a. of this section, there shall be collected by and paid to the State Treasurer the following: (1) for all services described in subsection a. of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $50; and (2) for all services described in subsection a. of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $25. The State Treasurer shall establish, and may from time to time amend, a schedule of specific fees payable pursuant to this subsection. c. The State Treasurer may in his discretion permit the extension of credit for the fees required by this section upon such terms as he shall deem to be appropriate. L.2012, c.50, s.93; amended 2019, c.149, s.13.
N.J. Stat. § 42:1A-35 — NJ Code / Title 42 / Chapter 1A / Section 1A-35
Partnership bound by act of dissociated partner; conditions; liability
Status: in_force

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 this act, is bound by an act of the dissociated partner which would have bound the partnership under section 13 of this act before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under subsection c. of section 37 of this act. b. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection a. of this section. L.2000,c.161,s.35.
N.J. Stat. § 42:2C-38 — NJ Code / Title 42 / Chapter 2C / Section 2C-38
Indemnification and insurance.
Status: in_force

38. Indemnification and Insurance. a. As used in this section: (1) "Company agent" means any person who is or was a member of a member-managed company, a manager of a manager-managed company, an officer, employee or agent of the indemnifying company or of any constituent company absorbed by the indemnifying company in a consolidation or merger and any person who is or was a member, manager, officer, director, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying company, or any such constituent company, or the legal representatives of any such member, manager, officer, director, trustee, employee or agent. (2) "Other enterprise" and "another enterprise" mean any domestic or foreign limited liability company other than the company, and any corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a company agent; (3) "Expenses" means reasonable costs, disbursements and attorney's fees; (4) "Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; and (5) "Proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein, and any inquiry or investigation which could lead to that action or proceeding. (6) References to an "other enterprise" or "another enterprise" include employee benefit plans; and references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan. b. A limited liability company shall indemnify a company agent against expenses to the extent that such company agent has been successful on the merits or otherwise in any proceeding brought against the company agent by reason of the company agent serving as a company agent or serving another enterprise at the request of the limited liability company. If the company agent is successful on the merits or otherwise in defense of any claim, issue or matter in any such proceeding, indemnification shall be provided under this subsection with respect to the claim, issue or matter. c. A limited liability company shall indemnify a company agent against any debt, obligation, expense or other liability incurred by that company agent in the course of the company agent's activities on behalf of the limited liability company or another enterprise at the request of the limited liability company, if, in making the payment or incurring the debt, obligation, expense or other liability, the company agent complied with the duties stated in sections 35 and 39 of this act. d. A limited liability company may purchase and maintain insurance on behalf of any company agent against any expenses incurred in any proceeding and any liabilities asserted against the company agent in his or her capacity as a company agent, whether or not the limited liability company could eliminate or limit the person's liability to the company for the conduct giving rise to the liability under subsection g. of section 11 of this act. The limited liability company may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the limited liability company, whether or not such insurer does business with other insureds. L.2012, c.50, s.38.
N.J. Stat. § 42:3-6 — NJ Code / Title 42 / Chapter 3 / Section 3-6
Real estate; purchase, ownership and disposition
Status: in_force

A limited partnership association may purchase and hold real estate and dispose of the same in fee simple, or less estate, the title thereof to be in the name adopted by the association, and shall be as valid and effectual as if the same were held in the individual names of the partners of the association. The title to any real estate acquired by any such association prior to March twenty-third, one thousand eight hundred and eighty-three, and held in the association name on that date, shall be as valid as if the same had been acquired under this section. Amended by L.1953, c. 40, p. 760, s. 5, eff. March 19, 1953.
N.J. Stat. § 42:1A-36 — NJ Code / Title 42 / Chapter 1A / Section 1A-36
Dissociated partner's liability
Status: in_force

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, except as otherwise provided in subsection b. of this section. b. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 of this act, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 18 of this act and at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under section subsection c. of section 37 of this act. c. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. d. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. L.2000,c.161,s.36.
N.J. Stat. § 42:2C-34 — NJ Code / Title 42 / Chapter 2C / Section 2C-34
Sharing of and right to distributions before dissolution.
Status: in_force

34. Sharing of and Right to Distributions before Dissolution. a. Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 and any order in effect under section 43 of this act. b. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. c. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in subsection c. of section 56 of this act, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. d. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. L.2012, c.50, s.34; amended 2013, c.276, s.4.
N.J. Stat. § 42:2C-42 — NJ Code / Title 42 / Chapter 2C / Section 2C-42
Transfer of transferable interest.
Status: in_force

42. Transfer of Transferable Interest. a. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (3) subject to section 44 of this act, does not entitle the transferee to: (a) participate in the management or conduct of the company's activities; or (b) except as otherwise provided in subsection c. of this section, have access to records or other information concerning the company's activities. b. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. c. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. d. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. e. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. f. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. g. Except as otherwise provided in paragraph (2) of subsection d. of section 46 of this act, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. h. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations known to the transferee when the transferee becomes a member. L.2012, c.50, s.42; amended 2013, c.276, s.5.
N.J. Stat. § 42:1A-16 — NJ Code / Title 42 / Chapter 1A / Section 1A-16
Statement of denial; limitation on authority
Status: in_force

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 name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections d. and e. of section 15 of this act. L.2000,c.161,s.16.
N.J. Stat. § 42:2A-65 — NJ Code / Title 42 / Chapter 2A / Section 2A-65
Security for expenses
Status: in_force

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 property of all limited partners, in their status as limited partners, or unless the contributions of or the share allocable to the plaintiff or plaintiffs have a fair value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled at any stage of the proceedings before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including attorney's fees, which may be incurred by the limited partnership in connection with the action. The amount of this security shall be determined by the court. L. 1983, c. 489, s. 63.1; amended 1988,c.130,s.34.
N.J. Stat. § 42:1A-19 — NJ Code / Title 42 / Chapter 1A / Section 1A-19
Suits, actions by or against partnership; satisfaction of judgments
Status: in_force

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 of the partners in the same action or in separate actions. c. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner's assets unless there is also a judgment against the partner. d. A judgment creditor of a partner shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 18 of this act and: (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the partnership is a debtor in bankruptcy; (3) the partner has agreed that the creditor need not exhaust partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the partner by law or contract independent of the existence of the partnership. e. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 20 of this act. L.2000,c.161,s.19.
N.J. Stat. § 42:2A-49 — NJ Code / Title 42 / Chapter 2A / Section 2A-49
Right of assignee to become limited partner; rights, restrictions and liabilities
Status: in_force

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 limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited partners consent. b. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or agreement of limited partnership. c. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 21 and 35 of P.L. 1983, c. 489 (C. 42:2A-22 and 42:2A-36). L. 1983, c. 489, s. 48; amended 1988,c.130,s.25.
N.J. Stat. § 42:2C-65 — NJ Code / Title 42 / Chapter 2C / Section 2C-65
Effect of failure to have certificate of authority.
Status: in_force

65. Effect of Failure to Have Certificate of Authority. a. A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. b. The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State. c. A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. d. If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the filing office as its agent for service of process for rights of action arising out of the transaction of business in this State. L.2012, c.50, s.65.
N.J. Stat. § 42:2C-11 — NJ Code / Title 42 / Chapter 2C / Section 2C-11
Operating agreement; scope, function, and limitations.
Status: in_force

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 members and the limited liability company; (2) the rights and duties under this act of a person in the capacity of manager; (3) the activities of the company and the conduct of those activities; and (4) the means and conditions for amending the operating agreement. b. To the extent the operating agreement does not otherwise provide for a matter described in subsection a. of this section, this act governs the matter. c. An operating agreement may not: (1) vary a limited liability company's capacity under section 5 of this act to sue and be sued in its own name; (2) vary the law applicable under section 6 of this act; (3) vary the power of the court under section 21 of this act; (4) subject to subsections d. through g. of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty; (5) subject to subsections d. through g. of this section, eliminate the contractual obligation of good faith and fair dealing under subsection d. of section 39 of this act; (6) unreasonably restrict the duties and rights stated in section 40 of this act; (7) vary the power of a court to decree dissolution in the circumstances specified in paragraphs (4) and (5) of subsection a. of section 48 of this act; (8) vary the requirement to wind up a limited liability company's business as specified in subsection a. and paragraph (1) of subsection b. of section 49 of this act; (9) unreasonably restrict the right of a member to maintain an action under Article 9 (sections 67 through 72 of this act); (10) restrict the right to approve a merger, conversion, or domestication under section 86 of this act to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or (11) except as otherwise provided in subsection b. of section 13 of this act, restrict the rights under this act of a person other than a member or manager. d. If not manifestly unreasonable, the operating agreement may: (1) restrict or eliminate the duty: (a) as required in paragraph (1) of subsection b. and subsection i. of section 39 of this act, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity; (b) as required in paragraph (2) of subsection b. and subsection i. of section 39 of this act, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and (c) as required by paragraph (3) of subsection b. and subsection i. of section 39 of this act, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company; (2) identify specific types or categories of activities that do not violate the duty of loyalty; (3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law; (4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and (5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection d. and subsection i. of section 39 of this act. e. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. f. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this act and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility. g. The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 38 of this act and may eliminate or limit a member's or manager's liability to the limited liability company and members for money damages, except for: (1) breach of the duty of loyalty; (2) a financial benefit received by the member or manager to which the member or manager is not entitled; (3) a breach of a duty under section 36 of this act; (4) intentional infliction of harm on the company or a member; or (5) an intentional violation of criminal law. h. The court shall decide any claim under subsection d. of this section that a term of an operating agreement is manifestly unreasonable. The court: (1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that: (a) the objective of the term is unreasonable; or (b) the term is an unreasonable means to achieve the provision's objective. i. This act is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. L.2012, c.50, s.11; amended 2013, c.276, s.2.
N.J. Stat. § 42:2C-74 — NJ Code / Title 42 / Chapter 2C / Section 2C-74
Merger.
Status: in_force

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 the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. b. A plan of merger shall be in a record and shall include: (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record. L.2012, c.50, s.74.
N.J. Stat. § 42:2A-9 — NJ Code / Title 42 / Chapter 2A / Section 2A-9
Records to be kept and maintained at the principal office
Status: in_force

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 address or home address of each partner, and the rights of each partner to vote; b. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; c. Copies of the limited partnership's Federal, State and local income tax returns and reports, if any, for the three most recent years; and d. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years. The records set forth in this section shall be subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. L. 1983, c. 489, s. 9; amended 1988,c.130,s.5.
N.J. Stat. § 42:2A-11 — NJ Code / Title 42 / Chapter 2A / Section 2A-11
Business transactions of partner with partnership
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. L.1983, c. 489, s. 11, eff. April 1, 1985.
N.J. Stat. § 42:2C-40 — NJ Code / Title 42 / Chapter 2C / Section 2C-40
Right of members, managers, and dissociated members to information.
Status: in_force

40. Right of Members, Managers, and Dissociated Members to Information. a. In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this act. (2) The company shall furnish to each member: (a) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this act, except to the extent the company can establish that it reasonably believes the member already knows the information; and (b) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (3) The duty to furnish information under paragraph (2) of this subsection also applies to each member to the extent the member knows any of the information described in paragraph (2). b. In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection a. of this section and the duty stated in paragraph (3) of subsection a. of this section apply to the managers and not the members. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (a) the member seeks the information for a purpose material to the member's interest as a member; (b) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) the information sought is directly connected to the member's purpose. (3) Within 10 days after receiving a demand pursuant to subparagraph (b) of paragraph (2) of this subsection, the company shall in a record inform the member that made the demand: (a) of the information that the company will provide in response to the demand and when and where the company will provide the information; and (b) if the company declines to provide any demanded information, the company's reasons for declining. (4) Whenever this act or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. c. On 10 days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by paragraph (2) of subsection b. of this section. The company shall respond to a demand made pursuant to this subsection in the manner provided in paragraph (3) of subsection b. of this section. d. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. e. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection g. of this section applies both to the agent or legal representative and the member or dissociated member. f. The rights under this section do not extend to a person as transferee. g. In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. L.2012, c.50, s.40.
N.J. Stat. § 42:1A-47 — NJ Code / Title 42 / Chapter 1A / Section 1A-47
Limited liability partnership; qualification as
Status: in_force

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 to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions. c. After the approval required by subsection b. of this section, a partnership may become a limited liability partnership by filing a statement of qualification in the office of the Division of Commercial Recording in the Department of the Treasury. The statement shall contain: (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any; (3) if the partnership does not have an office in this State, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. d. The agent of a limited liability partnership for service of process shall be an individual who is a resident of this State or other person authorized to do business in this State. e. The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection d. of section 6 of this act or revoked pursuant to section 49 of this act. f. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection c. of this section. g. The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. h. An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. L.2000,c.161,s.47.
N.J. Stat. § 42:2A-55 — NJ Code / Title 42 / Chapter 2A / Section 2A-55
Law governing
Status: in_force

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 authority to transact business in this State by reason of any difference between those laws and the laws of this State. L. 1983, c. 489, s. 54, eff. April 1, 1985.
N.J. Stat. § 42:2C-81 — NJ Code / Title 42 / Chapter 2C / Section 2C-81
Effect of conversion.
Status: in_force

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 property owned by the converting organization remains vested in the converted organization; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) except as prohibited by law other than this act, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act). c. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this State appoints the filing office as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and has the same consequences as in subsections c. and d. of section 17 of this act. L.2012, c.50, s.81.
N.J. Stat. § 42:2C-53 — NJ Code / Title 42 / Chapter 2C / Section 2C-53
Administrative action.
Status: in_force

53. Administrative Action. a. The filing office may place a limited liability company on the inactive list if the company does not: (1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other than this act; or (2) file annual reports for two consecutive years pursuant to section 26 of this act. b. If the filing office determines that a ground exists for placing a company on the inactive list, the filing office shall provide notice of the filing office's intent to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. c. If within 60 days after service of the notice pursuant to subsection b. of this section a limited liability company does not correct each ground for being placed on the inactive list or demonstrate to the reasonable satisfaction of the filing office that each ground determined by the filing office does not exist, the filing office shall place the company on the inactive list and file a declaration of the action. The filing office shall send a notice of the action to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. d. A limited liability company that has been placed on the inactive list continues in existence but, subject to section 54 of this act, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 49 and 56 of this act and to notify claimants under sections 50 and 51 of this act. e. An inactivation of a limited liability company does not terminate the authority of its agent for service of process.
L.2012, c.50, s.53.
N.J. Stat. § 42:2C-48 — NJ Code / Title 42 / Chapter 2C / Section 2C-48
Events causing dissolution.
Status: in_force

48. Events Causing Dissolution. a. A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of 90 consecutive days during which the company has no members; (4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that: (a) the conduct of all or substantially all of the company's activities is unlawful; or (b) it is not reasonably practicable to carry on the company's activities in conformity with one or both of the certificate of formation and the operating agreement; or (5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company: (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (b) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant. (6) A certificate of dissolution is filed before the delayed effective date of a certificate of formation pursuant to subsection e. of section 18 of this act. b. In a proceeding brought under paragraph (4) or (5) of subsection a. of this section, the court may order or a party may seek a remedy other than dissolution, including, but not limited to, the appointment of a custodian or one or more provisional managers. The court shall appoint a custodian or one or more provisional managers if it appears to the court that such an appointment may be in the best interests of the limited liability company and its members. In any proceeding under this section, the court shall allow reasonable compensation to any custodian or provisional manager for his or her services and reimbursement or direct payment of all his or her reasonable costs and expenses, which amounts shall be paid by the limited liability company. The court may appoint a custodian or one or more provisional managers in a summary proceeding or otherwise; or order the sale of all interests held by a member who is a party to the proceeding to either the limited liability company or any other member who is a party to the proceeding, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. c. If the court determines that any party to a proceeding brought under paragraph (4) or (5) of subsection a. of this section has acted vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties.
L.2012, c.50, s.48.
N.J. Stat. § 42:4-7 — NJ Code / Title 42 / Chapter 4 / Section 4-7
Temporary receiver or other custodian of property
Status: in_force

On application at the time of the commencement of the action or at any subsequent time before or after a judgment of dissolution or other judgment, the court may appoint a temporary receiver or may charge the persons in actual control of the partnership assets as trustees under appointment by and accountable to the court, and, from the time of the making of such order, the property of the partnership shall, until an order of the court made to the contrary, be considered as in custodia legis, with a view to ultimate distribution amongst creditors and others entitled to participate therein. Amended by L.1953, c. 40, p. 766, s. 26, eff. March 19, 1953.
N.J. Stat. § 42:2C-86 — NJ Code / Title 42 / Chapter 2C / Section 2C-86
Restrictions on approval of mergers, conversions, and domestications.
Status: in_force

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 respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication are ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. b. A member does not give the consent required by subsection a. of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. L.2012, c.50, s.86.
N.J. Stat. § 42:2C-67 — NJ Code / Title 42 / Chapter 2C / Section 2C-67
Direct action by member.
Status: in_force

67. Direct Action by Member. a. Subject to subsection b. of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this act or arising independently of the membership relationship. b. A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. L.2012, c.50, s.67.
N.J. Stat. § 42:5-2 — NJ Code / Title 42 / Chapter 5 / Section 5-2
§ 42:5-2
Status: in_force

Every partner making a composition or compromise under authority of section 42:5-1 of this title shall take from the creditors with whom he may make the same, a note or memorandum, in writing, exonerating him from any individual liability incurred by reason of his connection with such partnership, which note or memorandum may be pleaded in bar of the creditors' rights of recovery against him.
N.J. Stat. § 42:2A-13 — NJ Code / Title 42 / Chapter 2A / Section 2A-13
County clerk to transmit documents to Secretary of State
Status: in_force

No later than January 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, alphabetized by name as shown on the most recent documents filed in the county of filing, of each limited partnership whose certificate of limited partnership or any amendment thereto was filed on or after January 1, 1950, identifying the county of filing. This obligation may be met by a county clerk having transmitted by October 1, 1984 to the Secretary of State, in the manner prescribed by the Secretary of State, copies of all limited partnership certificates and amendments thereto and all certificates of termination or cancellation of all the limited partnerships filed on or after January 1, 1950 identifying the county of filing. Prior to April 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, as shown on the most recent documents filed in the county, of each limited partnership or any amendment thereto which was filed after the county clerk's initial transmission and prior to April 1, 1985. L.1983, c. 489, s. 12.1, eff. April 1, 1985; amended by L.1984, c. 245, s. 5, eff. Jan. 3, 1985.
N.J. Stat. § 42:2A-52 — NJ Code / Title 42 / Chapter 2A / Section 2A-52
Judicial dissolution
Status: in_force

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. 489, s. 51, eff. April 1, 1985.
N.J. Stat. § 42:1A-50 — NJ Code / Title 42 / Chapter 1A / Section 1A-50
Foreign limited liability partnership; law governing, effect in this State
Status: in_force

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 obligations of the partnership. b. A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. c. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. L.2000,c.161,s.50.
N.J. Stat. § 42:2C-3 — NJ Code / Title 42 / Chapter 2C / Section 2C-3
Knowledge; notice.
Status: in_force

3. Knowledge; Notice. a. A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under paragraph (1) of subsection d. of this section or law other than this act. b. A person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under paragraph (2) of subsection d. of this section. c. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. d. A person that is not a member is deemed: (1) to know of a limitation on authority to transfer real property as provided in subsection g. of section 28 of this act; and (2) to have notice of a limited liability company's: (a) dissolution, 90 days after a certificate of dissolution, pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 49 of this act becomes effective; (b) termination, 90 days after a statement of termination, pursuant to subparagraph (f) of paragraph (2) of subsection b. of section 49 of this act becomes effective; and (c) merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act) become effective. L.2012, c.50, s.3.
N.J. Stat. § 42:2A-60 — NJ Code / Title 42 / Chapter 2A / Section 2A-60
Transacting business without certificate of authority
Status: in_force

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 authority to transact business in this State. b. The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action in any court of this State. c. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this State without having obtained a certificate of authority to transact business; provided that, on ascertaining that no certificate of authority to transact business in this State exists, he promptly: (1) Causes an appropriate certificate of authority to transact business in this State to be executed and filed; or (2) Withdraws from future equity participation in the enterprise pursuant to the laws of the state in which the limited partnership was formed. d. A foreign limited partnership, by transacting business in this State without having obtained a certificate of authority to transact business, appoints the Secretary of State as its agent for service of process with respect to claims arising out of the transaction of business in this State. e. A foreign limited partnership which transacts business in this State without a certificate of authority to transact business shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, or part thereof, not more than five years prior thereto, in which it shall have transacted business in this State without the certificate. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. L. 1983, c. 489, s. 59; amended 1988,c.130,s.30.
N.J. Stat. § 42:3-22 — NJ Code / Title 42 / Chapter 3 / Section 3-22
Sale of property of association by receivers
Status: in_force

The receivers appointed under authority of section 42:3-20 of this Title shall have power to sell, convey and assign all of the estates, property, rights and interests of the association, and shall hold and dispose of the proceeds of any such sale under the direction of the Superior Court. The title of the grantees or purchasers to the lands and property thus conveyed and assigned by said receivers shall be the same as if the property had been sold, conveyed and assigned by the association and all of its individual partners or members before the expiration or dissolution thereof or by all of the individual partners or members after the expiration or dissolution. Amended by L.1953, c. 40, p. 763, s. 12, eff. March 19, 1953.
N.J. Stat. § 42:1A-34 — NJ Code / Title 42 / Chapter 1A / Section 1A-34
Dissociation not resulting in dissolution; buyout; damages
Status: in_force

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 agreement, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price as determined pursuant to subsection b. of this section. b. As used in subsection a. of this section, "buyout price" means the fair value as of the date of withdrawal based upon the right to share in distributions from the partnership unless the partnership agreement provides for another fair value formula. c. Damages for wrongful dissociation under subsection b. of section 32 of this act, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. d. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 35 of this act. e. If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection c. of this section. f. If a deferred payment is authorized under subsection h. of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection c. of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. g. The payment or tender required by subsection e. or f. of this section shall be accompanied by the following: (1) a statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection c. of this section, or other terms of the obligation to purchase. h. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest. i. A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (b) of paragraph (2) of subsection b. of section 25 of this act, to determine the buyout price of that partner's interest, any offsets under subsection c. of this section, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection c. of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection h. of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding shall be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection g. of this section. L.2000,c.161,s.34.
N.J. Stat. § 42:2A-33 — NJ Code / Title 42 / Chapter 2A / Section 2A-33
Contributions by general partner; profits and losses; distributions
Status: in_force

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 distributions from, the limited partnership as a general partner. A general partner also make make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. L. 1983, c. 489, s. 32, eff. April 1, 1985.
N.J. Stat. § 42:3-25 — NJ Code / Title 42 / Chapter 3 / Section 3-25
Injunctive relief
Status: in_force

The court may proceed in the action in a summary manner or otherwise. If it shall appear to the court that the association has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public and advantage to the members, it may provide injunctive relief to restrain the association, and its officers and agents, from exercising any of its privileges or franchises and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its estate, moneys, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court shall otherwise order. Amended by L.1953, c. 40, p. 764, s. 15, eff. March 19, 1953.
N.J. Stat. § 42:2C-28 — NJ Code / Title 42 / Chapter 2C / Section 2C-28
Statement of authority.
Status: in_force

28. Statement of Authority. a. A limited liability company may deliver to the filing office for filing a statement of authority. The statement: (1) shall include the name of the company, the street and mailing addresses of its registered office and such other information as may be required by the filing office to correctly identify the company; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (a) execute an instrument transferring real property held in the name of the company; or (b) enter into other transactions on behalf of, or otherwise act for or bind, the company; and (3) may state the authority, or limitations on the authority, of a specific person to: (a) execute an instrument transferring real property held in the name of the company; or (b) enter into other transactions on behalf of, or otherwise act for or bind, the company. b. To amend or cancel a statement of authority filed with the filing office under subsection a. of section 22 of this act, a limited liability company shall deliver to the filing office for filing an amendment or cancellation stating: (1) the name of the company; (2) the street and mailing addresses of the company's registered office; (3) such other information as may be required by the filing office to correctly identify the company; (4) the caption of the statement being amended or canceled and the date the statement being affected became effective; and (5) the contents of the amendment or a declaration that the statement being affected is canceled. c. A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. d. Subject to subsection c. of this section and subsection d. of section 3 of this act, and except as otherwise provided in subsections f., g. and h. of this section, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person. e. Subject to subsection c. of this section, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection b. of this section; or (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. f. Subject to subsection c. of this section, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded by certified copy in the office for recording transfers of the real property is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection b. of this section and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the office for recording transfers of the real property. g. Subject to subsection c. of this section, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons are deemed to know of the limitation. h. Subject to subsection i. of this section, an effective certificate of dissolution is a cancellation of any filed statement of authority for the purposes of subsection f. of this section and is a limitation on authority for the purposes of subsection g. of this section. i. After a certificate of dissolution becomes effective, a limited liability company may deliver to the filing office for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections f. and g. of this section. j. An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of paragraph (1) of subsection f. of this section. L.2012, c.50, s.28.
N.J. Stat. § 42:2A-16.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-16.1
Certificate of correction
Status: in_force

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 instrument may be corrected by filing with the Secretary of State a certificate of correction executed by a general partner. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who actually relied in good faith upon the inaccurate portion of the certificate and who are adversely affected by the correction. As to these persons, the correction shall be effective as of the effective date of filing of the certificate of correction. Such filing shall only be made if the Secretary of State consents to the filing. L. 1988, c. 130, s. 48.
N.J. Stat. § 42:2C-33 — NJ Code / Title 42 / Chapter 2C / Section 2C-33
Liability for contributions.
Status: in_force

33. Liability for Contributions. a. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution of property or services, the person or the person's estate is obligated, at the option of the company, to contribute money equal to the value of the part of the contribution which has not been made. b. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection a. of this section may enforce the obligation. L.2012, c.50, s.33.
N.J. Stat. § 42:2A-4 — NJ Code / Title 42 / Chapter 2A / Section 2A-4
Existing limited partnerships brought under this chapter
Status: in_force

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, except that the partnership shall be deemed to be formed on the date set by the provisions of the statute under which it was formed, the name of the limited partnership need not be amended to comply with section 6 of P.L. 1983, c. 489 (C. 42:2A-6), and the certificate need not be amended to comply with section 13 of P.L. 1983, c. 489 (C. 42:2A-14). L. 1983, c. 489, s. 4; amended 1984, c.245,s.3; 1988,c.130,s.1.
N.J. Stat. § 42:2C-69 — NJ Code / Title 42 / Chapter 2C / Section 2C-69
Proper plaintiff.
Status: in_force

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 the action continues. b. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. L.2012, c.50, s.69.
N.J. Stat. § 42:2A-17 — NJ Code / Title 42 / Chapter 2A / Section 2A-17
When amendment to certificate required
Status: in_force

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 contribution of the partners; c. There is the admission of a new general partner or an event of withdrawal of a general partner; d. There is a change in the character of the business of the partnership; e. There is a continuation of the partnership business under section 50 of P.L. 1983, c. 489 (C. 42:2A-51) after an event of withdrawal of a general partner; f. There is a change in the time as stated in the certificate for dissolution of the partnership or for the return of a contribution; g. There is a time fixed for dissolution of the partnership or the return of a contribution, no time therefor having been specified in the certificate; h. There is a false or erroneous statement in the certificate or that any arrangements or other facts described in the certificate have changed making the certificate inaccurate in any respect; and i. (Deleted by amendment, P.L. 1988, c. 130.) No person shall be liable if an amendment to a certificate of limited partnership reflecting the occurrence of any event referred to in this section is filed within 30 days of the event which gives rise to the obligation to file the amendment. A restated certificate of limited partnership may be adopted, executed and filed in the same manner as a certificate of amendment. L. 1983, c. 489, s. 16; amended 1984, c.245,s.7; 1988,c.130,s.7.
N.J. Stat. § 42:4-1 — NJ Code / Title 42 / Chapter 4 / Section 4-1
Purpose and construction of article
Status: in_force

This article is remedial, provides additional remedies, and shall be liberally construed to effect its purpose, which is to permit the Superior Court speedily to dispose of actions involving dissolution of partnerships and the distribution of assets, and to prevent the acquisition of liens and preferences after the commencement of an action looking toward the distribution of the assets of a partnership amongst creditors. It shall not be so construed as to deprive the Superior Court of any of its existing jurisdiction. Amended by L.1953, c. 40, p. 765, s. 20, eff. March 19, 1953.
N.J. Stat. § 42:3-26 — NJ Code / Title 42 / Chapter 3 / Section 3-26
Appointment of receivers or trustees when injunctive relief granted
Status: in_force

The Superior Court, at the time of providing injunctive relief as stated in section 42:3-25 of this Title, or at any time thereafter, may appoint a receiver or receivers or trustees for the creditors and members of the association, who shall have all the powers and authority, rights and privileges, in this article prescribed and conferred upon the receiver or receivers hereinbefore provided for. Amended by L.1953, c. 40, p. 764, s. 16, eff. March 19, 1953.
N.J. Stat. § 42:2C-29 — NJ Code / Title 42 / Chapter 2C / Section 2C-29
Statement of denial.
Status: in_force

29. Statement of Denial. A person named in a filed statement of authority granting that person authority may deliver to the filing office for filing a statement of denial that: a. Provides the name of the limited liability company and such other information as may be required by the filing office to correctly identify the company and the caption of the statement of authority to which the statement of denial pertains; and b. Denies the grant of authority. L.2012, c.50, s.29.
N.J. Stat. § 42:1A-25 — NJ Code / Title 42 / Chapter 1A / Section 1A-25
Legal actions
Status: in_force

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 another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this act, including: (a) the partner's rights under section 21, 23 or 24 of this act; (b) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 34 of this act or enforce any other right under Article 6 or 7 of this act; or (c) the partner's right to compel a dissolution and winding up of the partnership business under section 39 of this act or enforce any other right under Article 8 of this act; or (3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. c. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. L.2000,c.161,s.25.
N.J. Stat. § 42:2C-88 — NJ Code / Title 42 / Chapter 2C / Section 2C-88
Uniformity of application and construction.
Status: in_force

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 it. L.2012, c.50, s.88.
N.J. Stat. § 42:2C-82 — NJ Code / Title 42 / Chapter 2C / Section 2C-82
Domestication.
Status: in_force

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 authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication. b. A limited liability company may become a foreign limited liability company pursuant to this section, sections 83 through 85 of this act, and a plan of domestication, if: (1) the foreign governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the limited liability company complies with the foreign governing statute in effecting the domestication. c. A plan of domestication shall be in a record and shall include: (1) the name of the domesticating company before domestication and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. L.2012, c.50, s.82.
N.J. Stat. § 42:3-17 — NJ Code / Title 42 / Chapter 3 / Section 3-17
§ 42:3-17
Status: in_force

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 names or individual capacities, for the debts owing by such association, and shall be jointly and severally liable for such debts, to the amount of the moneys and property of the association coming into their possession as trustees.
N.J. Stat. § 42:2A-39 — NJ Code / Title 42 / Chapter 2A / Section 2A-39
Interim distributions
Status: in_force

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 extent and at the times or upon the happening of the events specified in the partnership agreement; and b. If any distribution constitutes a return of any part of his contribution, to the extent and at the times or upon the happening of the events specified in the certificate of limited partnership. L. 1983, c. 489, s. 38, eff. April 1, 1985.
N.J. Stat. § 42:3-29 — NJ Code / Title 42 / Chapter 3 / Section 3-29
§ 42:3-29
Status: in_force

Receivers or trustees of a limited partnership association appointed under the provisions of this article shall pay ratably, as far as possible, out of the funds of the expired, dissolved or insolvent association, all the creditors of the association who shall prove their debts or claims as directed by the court. Any balance remaining after the payment of the debts of the association and the necessary expenses of administration shall be distributed among the members of the association.
N.J. Stat. § 42:3-7 — NJ Code / Title 42 / Chapter 3 / Section 3-7
§ 42:3-7
Status: in_force

Every deed or conveyance, and any bonds with or without coupons, and every mortgage for purchase or borrowed moneys made by a limited partnership association shall be made in the name adopted by the association, and shall be acknowledged by its chairman and secretary, and for the purposes of executing such instruments or writings, the association may adopt and use a common seal.
N.J. Stat. § 42:2A-26 — NJ Code / Title 42 / Chapter 2A / Section 2A-26
Voting
Status: in_force

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 agreement. b. This section shall not be construed so as to limit the right of a limited partner to vote on, or consent to, a specific partnership matter or action if this chapter gives the limited partner this right and does not expressly permit this right to be restricted by a contrary provision in the partnership agreement. L. 1983, c. 489, s. 25; amended 1988,c.130,s.13.
N.J. Stat. § 42:3-11 — NJ Code / Title 42 / Chapter 3 / Section 3-11
Interests deemed personal, transfer
Status: in_force

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 decedent member or of any insolvent member shall be entitled thereafter to any participation in the subsequent business of the association, unless he be elected thereto by a vote of the majority of the members in number and value of their interests. Any change of ownership in the property of the association, whether by sale, death, bankruptcy or otherwise, which shall not be followed by election to the association, shall entitle the owner only to his interest in the association at a price and upon terms to be mutually agreed upon, and in default of such agreement the price and terms shall be fixed by an appraiser appointed by the Superior Court subject to the approval of the court. Amended 1953,c.40,s.7; 1991,c.91,s.409.
N.J. Stat. § 42:2C-12 — NJ Code / Title 42 / Chapter 2C / Section 2C-12
Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
Status: in_force

12. Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement. a. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. b. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. c. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. L.2012, c.50, s.12.
N.J. Stat. § 42:2C-7 — NJ Code / Title 42 / Chapter 2C / Section 2C-7
Supplemental principles of law.
Status: in_force

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.
N.J. Stat. § 42:1A-10 — NJ Code / Title 42 / Chapter 1A / Section 1A-10
Formation of partnership; rules for determining formation
Status: in_force

10. a. Except as otherwise provided in subsection b. of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. b. An association formed under a statute other than this act, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this act. c. In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (a) of a debt by installments or otherwise; (b) for services as an independent contractor or of wages or other compensation to an employee; (c) of rent; (d) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (e) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (f) for the sale of the goodwill of a business or other property by installments or otherwise. L.2000,c.161,s.10.
N.J. Stat. § 42:2C-80 — NJ Code / Title 42 / Chapter 2C / Section 2C-80
Filing required for conversion; effective date.
Status: in_force

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 signed as provided in subsection a. of section 20 of this act and shall include: (a) a statement that the limited liability company has been converted into another organization; (b) the name and form of the organization and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (c) the date the conversion is effective under the governing statute of the converted organization; (d) a statement that the conversion was approved as required by this act; (e) a statement that the conversion was approved as required by the governing statute of the converted organization; and (f) if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office which the filing office may use for the purposes of subsection c. of section 81 of this act; and (2) if the converting organization is not a converting limited liability company, the converting organization shall deliver to the filing office for filing a certificate of formation, which shall include, in addition to the information required by subsection b. of section 18 of this act: (a) a statement that the converted organization was converted from another organization; (b) the name and form of that converting organization and the jurisdiction of its governing statute; and (c) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute. b. A conversion becomes effective: (1) if the converted organization is a limited liability company, when the certificate of formation takes effect; and (2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. L.2012, c.50, s.80.
N.J. Stat. § 42:2C-1 — NJ Code / Title 42 / Chapter 2C / Section 2C-1
Short title.
Status: in_force

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.
N.J. Stat. § 42:3-13 — NJ Code / Title 42 / Chapter 3 / Section 3-13
§ 42:3-13
Status: in_force

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 impair the capital of the association. Any one consenting to a dividend which shall diminish or impair the capital shall be liable to any person interested or injured thereby to the amount of such diminution or impairment.
N.J. Stat. § 42:2C-45 — NJ Code / Title 42 / Chapter 2C / Section 2C-45
Member's power to dissociate; wrongful dissociation.
Status: in_force

45. Member's Power to Dissociate; Wrongful Dissociation. a. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 46 of this act. b. A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the termination of the company and: (a) the person is expelled as a member by judicial order under subsection e. of section 46 of this act; (b) the person is dissociated under paragraph (1) of subsection g. of section 46 of this act, by becoming a debtor in bankruptcy; or (c) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated; or (3) in the case of a company for a definite term or particular undertaking, by withdrawing as a member by express will under section 46 of this act before the expiration of the term or the completion of the undertaking. c. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 67 of this act, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. L.2012, c.50, s.45.
N.J. Stat. § 42:1A-17 — NJ Code / Title 42 / Chapter 1A / Section 1A-17
Partnership liable for loss, injury
Status: in_force

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 partnership or with the authority of the partnership. b. If, in the course of the partnership's business or while acting with the authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. L.2000,c.161,s.17.
N.J. Stat. § 42:2C-19 — NJ Code / Title 42 / Chapter 2C / Section 2C-19
Amendment or restatement of certificate of formation.
Status: in_force

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 the filing office for filing an amendment stating: (1) the name of the company; (2) the date of filing of its certificate of formation; (3) such other information as may be required by the filing office to correctly identify the company; and (4) the changes the amendment makes to the certificate as most recently amended or restated. c. To restate its certificate of formation, a limited liability company shall deliver to the filing office for filing a restated certificate of formation, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name, the date of the filing of the company's initial certificate of formation and such other information as may be required by the filing office to correctly identify the company; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and (3) the changes the restated certificate of formation makes to the certificate of formation as most recently amended or restated. d. Subject to subsection c. of section 12 and subsection c. of section 22 of this act, an amendment to or a restated certificate of formation is effective when filed by the filing office. e. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of formation was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the filing office for filing a statement of change under section 15 or a certificate of correction under section 23 of this act. L.2012, c.50, s.19.
N.J. Stat. § 42:1A-27 — NJ Code / Title 42 / Chapter 1A / Section 1A-27
Partner not co-owner
Status: in_force

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.
N.J. Stat. § 42:2A-29.4 — NJ Code / Title 42 / Chapter 2A / Section 2A-29.4
Fixing record date
Status: in_force

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 and, in particular, for determining the limited partners entitled to: (1) Be notified of or vote at any meeting of the partners or any adjournment thereof; (2) Consent in writing to any action without a meeting; or (3) Receive payment of any distribution or allotment of any right. The record date may in no case be less than five days nor more than 60 days prior to the meeting of partners or other partnership action or event to which it relates. The record date to determine limited partners entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted. b. If no record date is fixed: (1) The record date for determining limited partners for purposes of a meeting of partners shall be the close of business on the day next preceding the date on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (2) The record date for determining limited partners for any purpose other than specified in paragraph (1) of this subsection shall be at the close of business on the day on which the action relating thereto is adopted. c. When a determination of limited partners of record for a meeting of partners has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the general partner fixes a new record date under this section for the adjourned meeting. d. For the purposes of this section, a limited partner of record shall, in addition to meeting all other requirements of this section, have fulfilled all conditions described in the partnership agreement and by applicable law relative to attaining limited partner status. L. 1988, c. 130, s. 45.
N.J. Stat. § 42:2A-57 — NJ Code / Title 42 / Chapter 2A / Section 2A-57
Application for certificate of authority to transact business
Status: in_force

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 executed by a general partner setting forth: a. The name of the foreign limited partnership and, if different, the name under which it proposes to transact business in this State; b. The name and business address of each general partner; c. The amount of cash and a description and statement of the agreed value of the other property or services contributed by all partners and which all partners have agreed to contribute in the future; d. The state and date of its formation; e. The general character of the business it proposes to transact in this State; f. The name and address, including the actual location as well as the postal designation, if different, of the agent for service of process on the foreign limited partnership whom the foreign limited partnership designates who must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; g. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the agent cannot be found or served with the exercise of reasonable diligence; and h. The address of the office required to be maintained in the state of its organization by the laws of that state or if not so required, of the principal office of the foreign limited partnership. i. If the Secretary of State finds that the application conforms to law and the requisite fees have been paid, he shall issue to the foreign limited partnership a certificate of authority to transact business in this State. L. 1983, c. 489, s. 56; amended 1984, c.245,s.10; 1988,c.130,s.27.
N.J. Stat. § 42:2C-50 — NJ Code / Title 42 / Chapter 2C / Section 2C-50
Known claims against dissolved limited liability company.
Status: in_force

50. Known Claims Against Dissolved Limited Liability Company. a. Except as otherwise provided in subsection d. of this section, a dissolved limited liability company may give notice of a known claim under subsection b. of this section, which has the effect as provided in subsection c. of this section. b. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. c. A claim against a dissolved limited liability company is barred if the requirements of subsection b. of this section are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (a) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and (b) the claimant does not commence the required action within the 90 days. d. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. L.2012, c.50, s.50.
N.J. Stat. § 42:2C-25 — NJ Code / Title 42 / Chapter 2C / Section 2C-25
Certificate of standing.
Status: in_force

25. Certificate of Standing. a. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a limited liability company if the records filed in the filing office show that the company has been formed under section 18 of this act. A certificate of standing shall state: (1) the company's name; (2) that the company was duly formed under the laws of this State and the date of formation; (3) whether all fees and penalties due under this act or other law to the filing office have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) whether the filing office has administratively revoked the company; and (6) whether the filing office has filed a certificate of dissolution. b. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a foreign limited liability company if the records filed in the office of the filing office show that the filing office has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of standing shall state: (1) the company's name and any alternate name adopted under subsection a. of section 61 of this act for use in this State; (2) that the company is authorized to transact business in this State; (3) whether all fees and penalties due to the filing office under this act or other law have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) that the filing office has not revoked the company's certificate of authority and has not filed a certificate of cancellation; and (6) other facts of record in the office of the filing office which are specified by the person requesting the certificate. c. Subject to any qualification stated in the certificate, a certificate of standing issued by the filing office is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. L.2012, c.50, s.25.
N.J. Stat. § 42:2A-14.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-14.1
Certificates of limited partnerships formed prior to April 1, 1985
Status: in_force

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 of limited partnership, as amended, which, except as provided in subsection b. of this section, shall be certified by the county clerk of the county in which the certificate is on file. b. If a limited partnership is unable to comply with subsection a. of this section because no copy of its certificate of limited partnership can be located in the office of the county clerk of the county in which the certificate was filed, the limited partnership may provide the Secretary of State with an uncertified copy of its certificate of limited partnership in lieu thereof, providing the genuineness of the copy can be established to the satisfaction of the Secretary of State based upon an affidavit of a general partner, or if there is no existing general partner, a limited partner, affirming the formation of the limited partnership and filing of the certificate of limited partnership with the appropriate county clerk. If the Secretary of State rejects an uncertified certificate of limited partnership, the limited partnership whose certificate has been rejected may proceed in a summary manner requesting an order from the Superior Court declaring the certificate valid and requiring the Secretary of State to accept it. c. Any limited partnership whose certificate of limited partnership was transmitted to and accepted by the Secretary of State prior to the effective date of this act shall be deemed to have complied with the requirements of subsection a. of this section. d. Any limited partnership which has not complied with the requirements of P.L.1984, c.245 shall be deemed to be in inactive status. A limited partnership in inactive status shall remain a limited partnership, but no name reservations, transfers of reserved names or certificates of amendment may be filed until the limited partnership is transferred to active status as provided by subsection e. of this section. A limited partner of a limited partnership shall not be deemed liable as a general partner of the limited partnership solely by reason that the limited partnership is in inactive status. e. In order to be transferred to active status, a limited partnership which is in inactive status shall provide to the Secretary of State the following: (1) the name of the limited partnership; its address, including the actual location as well as the postal designation, if different, of its registered agent; and the name of its registered agent, which may be provided by letter or other writing; and (2) a copy of its certificate of limited partnership, as amended, either certified by the county clerk or the county in which the certificate is on file or which is acceptable to the Secretary of State in accordance with subsection b. of this section. In addition, in order to be transferred to active status, a limited partnership shall forfeit to the State for each year the limited partnership was in inactive status a penalty of twice the amount of the then current fee for filing annual reports. No limited partnership shall be deemed to be in inactive status for purposes of assessment of the penalty until the day after the 90th day following the effective date of this act. The maximum penalty which may be imposed under this subsection is $1,000. The penalty may be recovered, with costs, in an action brought by the Attorney General. L.1991,c.472,s.1.
N.J. Stat. § 42:2C-70 — NJ Code / Title 42 / Chapter 2C / Section 2C-70
Pleading.
Status: in_force

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, the reasons a demand under subsection a. of section 68 of this act would be futile. L.2012, c.50, s.70.
N.J. Stat. § 42:2C-30 — NJ Code / Title 42 / Chapter 2C / Section 2C-30
Liability of members and managers.
Status: in_force

30. Liability of Members and Managers. a. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager. b. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. L.2012, c.50, s.30.
N.J. Stat. § 42:2C-78 — NJ Code / Title 42 / Chapter 2C / Section 2C-78
Conversion.
Status: in_force

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 liability company pursuant to this section, sections 79 through 81 of this act, and a plan of conversion, if: (1) the other organization's governing statute authorizes the conversion; (2) the conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and (3) the other organization complies with its governing statute in effecting the conversion. b. A plan of conversion shall be in a record and shall include: (1) the name and form of the organization before conversion; (2) the name and form of the organization after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization that are, or are proposed to be, in a record. L.2012, c.50, s.78.
N.J. Stat. § 42:1A-7 — NJ Code / Title 42 / Chapter 1A / Section 1A-7
Law governing relations among partners, between partners and partnership
Status: in_force

7. a. Except as otherwise provided in subsection b. of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. b. The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. L.2000,c.161,s.7.
N.J. Stat. § 42:2C-77 — NJ Code / Title 42 / Chapter 2C / Section 2C-77
Effect of merger.
Status: in_force

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 property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each constituent organization that has ceased to exist continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act); (9) if the surviving organization is created by the merger: (a) if it is a limited liability company, the certificate of formation becomes effective; or (b) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. b. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the filing office as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and shall have the same consequences as in subsections c. and d. of section 17 of this act. L.2012, c.50, s.77.
N.J. Stat. § 42:1A-48 — NJ Code / Title 42 / Chapter 1A / Section 1A-48
Name, alternate name of limited liability partnership.
Status: in_force

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 partnership or foreign limited liability 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 an acronym unless the limited liability partnership: (1) also uses its actual name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or (2) has first registered the alternate name as provided in this section. c. Any limited liability partnership may adopt and use any alternate name by filing an original and a copy of a certificate of registration of alternate name with the State Treasurer executed on behalf of the limited liability partnership. The certificate shall set forth: (1) the name, jurisdiction and date of establishment of the limited liability partnership; (2) the alternate name; (3) a brief statement of the character or nature of the particular activities to be conducted using the alternate name including, but not limited to, the practice of professions requiring licensure or certification including, but not limited to, medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture; (4) that the limited liability partnership intends to use the alternate name in this State; and (5) that the limited liability partnership has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use of the alternative name. d. The registration shall be effective for five years from the date of filing and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the limited liability partnership any time within 60 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall set forth the information required in subsection c. of this section, the date of the certificate of registration then in effect and shall confirm that the limited liability partnership is continuing to use the alternate name. e. This section shall not: (1) grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name or corporate name; (2) interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate or limited liability partnership name; (3) permit the use of an alternate name in violation of any applicable federal, state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture; or (4) repeal, modify, preempt, or otherwise affect the enforceability and validity of any state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture. f. A limited liability partnership which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the State Treasurer the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year. g. The failure of a limited liability partnership to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the limited liability partnership and shall not prevent the limited liability partnership from defending any action or proceeding in any court of this State, but the limited liability partnership shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate. h. (1) A limited liability partnership which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection f. of this section, forfeit to the State a penalty of not less than $200 and not more than $500. (2) A limited liability partnership which is required to file a certificate of registration or renewal of alternate name and fails to do so within 60 days prior to, but not later than, the date of expiration of the registration or 90 days after having been notified by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200 and not more than $500. (3) A penalty imposed under this section shall be recovered with costs in an action brought by the Attorney General. The court may proceed on the action in a summary manner. L.2000, c.161, s.48; amended 2021, c.100.
N.J. Stat. § 42:2A-20 — NJ Code / Title 42 / Chapter 2A / Section 2A-20
Amendment or cancellation by judicial act
Status: in_force

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 complaint in the Superior Court, for an order or judgment to direct the amendment or cancellation. The court may proceed in the action in a summary manner or otherwise. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, a copy of the order or judgment shall serve as the required certificate. A certified copy of the order or judgment setting forth the amendment or cancellation shall be filed in the office of the Secretary of State. L.1983, c. 489, s. 19, eff. April 1, 1985.
N.J. Stat. § 42:1A-14 — NJ Code / Title 42 / Chapter 1A / Section 1A-14
Transfer of partnership property
Status: in_force

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 instrument of transfer executed by a partner in the partnership name. (2) partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. b. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 13 of this act and: (1) as to a subsequent transferee who gave value for property transferred under paragraphs (1) and (2) of subsection a. of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under paragraph (3) of subsection a. of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. c. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection b. of this section, from any earlier transferee of the property. d. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. L.2000,c.161,s.14.
N.J. Stat. § 42:1A-55 — NJ Code / Title 42 / Chapter 1A / Section 1A-55
Applicability, construction of act
Status: in_force

. 55. Sections 1 through 56 of this act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. L.2000,c.161,s.55.
N.J. Stat. § 42:2C-27 — NJ Code / Title 42 / Chapter 2C / Section 2C-27
No agency power of member as member.
Status: in_force

27. No Agency Power of Member as Member. a. A member is not an agent of a limited liability company solely by reason of being a member. b. A person's status as a member does not prevent or restrict law other than this act from imposing liability on a limited liability company because of the person's conduct. L.2012, c.50, s.27.
N.J. Stat. § 42:3-23 — NJ Code / Title 42 / Chapter 3 / Section 3-23
Continuance of powers of trustees
Status: in_force

The powers and authority vested in the receivers appointed under authority of section 42:3-20 of this Title may be continued as long as the Superior Court shall deem necessary. Amended by L.1953, c. 40, p. 763, s. 13, eff. March 19, 1953.
N.J. Stat. § 42:1A-12 — NJ Code / Title 42 / Chapter 1A / Section 1A-12
Acquisition of partnership property; presumptions
Status: in_force

12. a. Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. b. Property is acquired in the name of the partnership by a transfer to: (1) the partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. c. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. d. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. L.2000,c.161,s.12.
N.J. Stat. § 42:2C-46 — NJ Code / Title 42 / Chapter 2C / Section 2C-46
Events causing dissociation.
Status: in_force

46. Events Causing Dissociation. A person is dissociated as a member from a limited liability company when: a. The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; b. An event stated in the operating agreement as causing the person's dissociation occurs; c. The person is expelled as a member pursuant to the operating agreement; d. The person is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful to carry on the company's activities with the person as a member; (2) there has been a transfer of all of the person's transferable interest in the company, other than: (a) a transfer for security purposes; or (b) an order in effect under section 43 of this act; (3) the person is a corporation and, within 90 days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or (4) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; e. On application by the company, the person is expelled as a member by judicial order because the person: (1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities; (2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under section 39 of this act; or (3) has engaged, or is engaging, in conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member; f. In the case of a person who is an individual: (1) the person dies; or (2) in a member-managed limited liability company: (a) a guardian or general conservator for the person is appointed; or (b) there is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this act or the operating agreement; g. In a member-managed limited liability company, the person: (1) becomes a debtor in bankruptcy; (2) executes an assignment for the benefit of creditors; or (3) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; h. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; i. In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; j. In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; k. The company participates in a merger under Article 10 (sections 73 through 87 of this act) if: (1) the company is not the surviving entity; or (2) otherwise as a result of the merger, the person ceases to be a member; l. The company participates in a conversion under Article 10 (sections 73 through 87 of this act); m. The company participates in a domestication under Article 10 (sections 73 through 87 of this act), if, as a result of the domestication, the person ceases to be a member; or n. The company terminates. L.2012, c.50, s.46; amended 2013, c.276, s.7.
N.J. Stat. § 42:3-21 — NJ Code / Title 42 / Chapter 3 / Section 3-21
General powers of trustees or receivers
Status: in_force

The receivers appointed under authority of section 42:3-20 of this Title, shall have full power and authority to demand, sue for, collect, receive and take into their possession all the property, both real and personal of every description, belonging to the association, and to sue for the recovery of any estate, property, damages or demands existing in favor of the association. The receivers may, in their discretion, compound and settle with any debtor or creditor of the association, or with persons having possession of its property or responsible to the association at the time of its expiration or dissolution or afterwards, upon such terms as such receivers shall deem just and beneficial to the association. The receivers may, in the case of mutual dealings between the association and any person, allow just set-offs in favor of such person where the same ought to be allowed. The receivers shall also have power and authority to do all other acts which might be done by the association if in being, and that may be necessary for the final settlement of the unfinished business of the association. Amended by L.1953, c. 40, p. 762, s. 11, eff. March 19, 1953.
N.J. Stat. § 42:6-7 — NJ Code / Title 42 / Chapter 6 / Section 6-7
Assessments on members to pay claims
Status: in_force

If it shall appear by the report filed by the receivers or trustees that the assets of the association are insufficient to pay its debts and the expenses attending the winding up of the same, the court may assess against each member thereof a sum to be paid by him to the receivers or trustees in liquidation of such indebtedness. In making the assessment, the court may inquire into the solvency or ability of the members to pay the same, in order to assess sufficient moneys to pay all claims. If a sufficient amount to pay all claims is not assessed at one time, the court may, from time to time, make additional assessments, until an amount sufficient to satisfy all claims is obtained. Amended by L.1953, c. 40, p. 768, s. 41, eff. March 19, 1953.
N.J. Stat. § 42:1A-37 — NJ Code / Title 42 / Chapter 1A / Section 1A-37
Statement of dissociation
Status: in_force

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 of a dissociated partner for the purposes of subsections d. and e. of section 15 of this act. c. For the purposes of paragraph (3) of subsection a. of section 35 and paragraph (3) of subsection b. of section 36 of this act, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. L.2000,c.161,s.37.
N.J. Stat. § 42:2A-22 — NJ Code / Title 42 / Chapter 2A / Section 2A-22
Liability for false statement in certificate
Status: in_force

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 damages for the loss from: a. Any person who executed the certificate, or caused another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and b. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect, within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a complaint for its cancellation or amendment under section 19 of P.L. 1983, c. 489 (C. 42:2A-20). L. 1983, c. 489, s. 21; amended 1988,c.130,s.10.
N.J. Stat. § 42:1A-13 — NJ Code / Title 42 / Chapter 1A / Section 1A-13
Partner considered agent of partnership; limitation
Status: in_force

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 execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. b. An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. L.2000,c.161,s.13.
N.J. Stat. § 42:3-13.4 — NJ Code / Title 42 / Chapter 3 / Section 3-13.4
Dissatisfied member entitled to his interests; procedure
Status: in_force

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 price and upon terms to be mutually agreed upon, and in default of such agreement, the price and terms shall be fixed by an appraiser appointed by the Superior Court, subject to the approval of the said court, and upon the payment of the interest as aforesaid, the said member shall transfer his interest to said association, to be disposed of by the managers, or be retained by them for the benefit of the remaining members. L.1963,c.141,s.4; amended 1991,c.91,s.410.