N.J. Stat. § 42:2C-49 — NJ Code / Title 42 / Chapter 2C / Section 2C-49
Winding up.
Status: in_force

49. Winding Up. a. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. b. In winding up its activities, a limited liability company: (1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and (2) shall: (a) deliver to the filing office for filing a certificate of dissolution stating the name of the company and such other information as may be required by the filing office to correctly identify the company and that the company is dissolved; (b) preserve the company activities and property as a going concern for a reasonable time; (c) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (d) transfer the company's property; (e) settle disputes by mediation or arbitration; (f) deliver to the filing office for filing a statement of termination stating the name of the company and that the company is terminated; and (g) perform other acts necessary or appropriate to the winding up. c. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under subsection c. of section 37 of this act and is deemed to be a manager for the purposes of paragraph (2) of subsection a. of section 30 of this act. d. If the legal representative under subsection c. of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under subsection c. of section 37 of this act and is deemed to be a manager for the purposes of paragraph (2) of subsection a. of section 30 of this act; and (2) shall promptly deliver to the filing office for filing an amendment to the company's certificate of formation to: (a) state that the company has no members; (b) state that the person has been appointed pursuant to this subsection to wind up the company; and (c) provide the street and mailing addresses of the person. e. The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (a) the company does not have any members; (b) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (c) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection d. of this section; or (3) in connection with a proceeding under paragraph (4) or (5) of subsection a. of section 48 of this act. L.2012, c.50, s.49.
N.J. Stat. § 42:1A-29 — NJ Code / Title 42 / Chapter 1A / Section 1A-29
Transfer of partner's interest
Status: in_force

29. a. A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. b. A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek, under subsection f. of section 39 of this act, a judicial determination that it is equitable to wind up the partnership business. c. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. d. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. e. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. f. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. L.2000,c.161,s.29.
N.J. Stat. § 42:3-13.2 — NJ Code / Title 42 / Chapter 3 / Section 3-13.2
Time of renewal
Status: in_force

Upon the recording of such statement of renewal in the office of the clerk of the proper county, such association shall be renewed; provided, however, that the renewed term of such limited partnership association shall begin from the expiration of its former term whether original or renewed, and an association whose term has thus been renewed shall be the same association with all the rights, powers, duties and obligations as theretofore. L.1963, c. 141, s. 2, eff. Aug. 26, 1963.
N.J. Stat. § 42:3-13.3 — NJ Code / Title 42 / Chapter 3 / Section 3-13.3
Successive periods of renewal or continuation; duration of period
Status: in_force

The term of a limited partnership association which has once been renewed or continued may, as provided herein, be further renewed or continued for successive periods, each of which shall not exceed 20 years. L.1963, c. 141, s. 3, eff. Aug. 26, 1963.
N.J. Stat. § 42:2A-34 — NJ Code / Title 42 / Chapter 2A / Section 2A-34
Voting
Status: in_force

Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. L. 1983, c. 489, s. 33, eff. April 1, 1985.
N.J. Stat. § 42:2C-36 — NJ Code / Title 42 / Chapter 2C / Section 2C-36
Liability for improper distributions.
Status: in_force

36. Liability for Improper Distributions. a. Except as otherwise provided in subsection b. of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 35 of this act and in consenting to the distribution fails to comply with section 39 of this act, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 35 of this act. b. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection a. of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility. c. A person that receives a distribution knowing that the distribution to that person was made in violation of section 35 of this act is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 35 of this act. d. A person against which an action is commenced because the person is liable under subsection a. of this section may: (1) implead any other person that is subject to liability under subsection a. of this section and seek to compel contribution from the person; and (2) implead any person that received a distribution in violation of subsection c. of this section and seek to compel contribution from the person in the amount the person received in violation of subsection c. of this section. e. An action under this section is barred if not commenced within two years after the distribution. L.2012, c.50, s.36.