N.J. Stat. § 42:3-14 — NJ Code / Title 42 / Chapter 3 / Section 3-14
Dissolution; when authorized; notice; publication
Status: in_force

1. A limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) may be dissolved: I. Whenever the period fixed for the duration of the association expires; II. Whenever by a vote of a majority in number and value of interest, it shall be so determined. 2. Notice of the dissolution shall be given by publication in two newspapers published in the proper city or county at least six consecutive times, and immediately upon the commencement of such publication the association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof.
N.J. Stat. § 42:2C-58 — NJ Code / Title 42 / Chapter 2C / Section 2C-58
Application for certificate of authority; amendments to certificate of authority.
Status: in_force

58. Application for Certificate of Authority ; Amendments to Certificate of Authority. Before doing business in this State, a foreign limited liability company shall obtain a certificate of authority to transact business in this State. a. A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the filing office for filing. The application shall state: (1) the name of the company and, if the name does not comply with section 8 of this act, an alternate name adopted pursuant to subsection a. of section 61 of this act; (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the laws of the jurisdiction under which the company is formed require the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. b. If any statement in the application for a certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited liability company shall promptly file in the filing office an amended application, executed by an authorized person, correcting the statement. L.2012, c.50, s.58.
N.J. Stat. § 42:2A-51 — NJ Code / Title 42 / Chapter 2A / Section 2A-51
Dissolution
Status: in_force

Dissolution. A limited partnership is dissolved and its affairs shall be wound up upon the happening of any of the following: a. At the time fixed in or upon the happening of events specified in the certificate of limited partnership; b. The written consent of all partners; c. An event of withdrawal of a general partner unless at the time there is at least one other general partner and the certificate of limited partnership permits the business of the limited partnership to be carried on by the remaining general partner or partners and that partner or partners do so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within 90 days or shorter period as may be provided in the partnership agreement after the withdrawal, all of the remaining general partners and all or such lesser number as may be provided in the partnership agreement, but not less than two-thirds in interest, of the remaining limited partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; d. The entry of an order or judgment of dissolution under section 51 of P.L. 1983, c. 489 (C. 42:2A-52). L. 1983, c. 489, s. 50; amended 1988,c.130,s.26
N.J. Stat. § 42:1A-53 — NJ Code / Title 42 / Chapter 1A / Section 1A-53
Activities not considered transacting business
Status: in_force

53. a. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of sections 50 through 53 of this act include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property; (8) collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and (10) transacting business in interstate commerce. b. For purposes of sections 50 through 53 of this act, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State. c. This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. L.2000,c.161,s.53.
N.J. Stat. § 42:2A-5 — NJ Code / Title 42 / Chapter 2A / Section 2A-5
Definitions relative to limited partnerships.
Status: in_force

5. Definitions. As used in this chapter, unless the context otherwise requires: a. "Certificate of limited partnership" and "partnership certificate" mean the certificate referred to in section 13 of P.L.1983, c.489 (C.42:2A-14) as it may be corrected pursuant to section 48 of P.L.1988, c.130 (C.42:2A-16.1) or amended or restated from time to time. b. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. c. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in this chapter, or in the partnership agreement. d. "Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners. e. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. f. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. g. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. h. "Partner" means a limited or general partner. i. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. j. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. k. "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company or other limited liability entity, trust, estate, association, or corporation. l. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. m. Unless otherwise provided in the partnership certificate or in the partnership agreement, "in interest" shall mean a vote or percentage of a limited partner (in a class of limited partners) equal to the portion that partner's share in contributions to the partnership bears to the share in contributions to the partnership of all limited partners (of that class). n. "Principal office" means the place designated in the partnership agreement or the place of business of the limited partnership where the chief or principal affairs and business of the partnership are transacted. o. "Secretary of State" refers to the State Treasurer, based upon the transfer of the functions, powers and duties of the Division of Commercial Recording, established pursuant to section 1 of P.L.1982, c.150 (C.52:16A-35) and currently referred to as the Business Services Office, from the Department of State to the Department of the Treasury pursuant to Reorganization Plan No. 004-1998. p. "Treasurer" means the State Treasurer of the Department of the Treasury. L.1983, c.489, s.5; amended 1988, c.130, s.2; 2000, c.161, s.57; 2011, c.27, s.2.
N.J. Stat. § 42:2A-18 — NJ Code / Title 42 / Chapter 2A / Section 2A-18
Cancellation of certificate
Status: in_force

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. The certificate of cancellation shall be filed in the office of the Secretary of State and shall set forth: a. The name of the limited partnership; b. The date of filing of its certificate of limited partnership; c. The reason for filing the certificate of cancellation; d. The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and e. Any other information the general partners filing the certificate determine. L.1983, c. 489, s. 17, eff. April 1, 1985.
N.J. Stat. § 42:1A-28 — NJ Code / Title 42 / Chapter 1A / Section 1A-28
Transferable interest of partner
Status: in_force

28. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. L.2000,c.161,s.28.
N.J. Stat. § 42:6-2 — NJ Code / Title 42 / Chapter 6 / Section 6-2
List of members filed with clerk of Superior Court
Status: in_force

Upon the commencement of the action process shall issue, directed to the trustees or managers of the association as in other cases, who shall, on penalty of being proceeded against as for contempt, file, with the clerk of the Superior Court within ten days after service of process, a duly verified list of the names of all members of the association, with their several places of residence. Such members shall be made defendants to the action. Amended by L.1953, c. 40, p. 768, s. 36, eff. March 19, 1953.
N.J. Stat. § 42:1A-42 — NJ Code / Title 42 / Chapter 1A / Section 1A-42
Partner's act after dissolution
Status: in_force

42. Subject to section 43 of this act, a partnership is bound by a partner's act after dissolution that: a. Is appropriate for winding up the partnership business; or b. Would have bound the partnership under section 13 of this act before dissolution, if the other party to the transaction did not have notice of the dissolution. L.2000,c.161,s.42.
N.J. Stat. § 42:2A-25 — NJ Code / Title 42 / Chapter 2A / Section 2A-25
Admission of additional limited partners
Status: in_force

Admission of additional limited partners. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: a. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; or b. In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 48 of P.L. 1983, c. 489 (C. 42:2A-49), to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. L. 1983, c. 489, s. 24; amended 1988,c.130,s.12.
N.J. Stat. § 42:2A-63 — NJ Code / Title 42 / Chapter 2A / Section 2A-63
Proper plaintiff
Status: in_force

Proper plaintiff. In order to bring a derivative action, the limited partner shall be a limited partner at the time of bringing the action and either a. Have been a limited partner at the time of the transaction of which he complains; or b. Have had the status as a limited partner devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. L. 1983, c. 489, s. 62; amended 1988,c.130,s.32.
N.J. Stat. § 42:2C-51 — NJ Code / Title 42 / Chapter 2C / Section 2C-51
Other claims against dissolved limited liability company.
Status: in_force

51. Other Claims Against Dissolved Limited Liability Company. a. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. b. The notice authorized by subsection a. of this section shall: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. c. If a dissolved limited liability company publishes a notice in accordance with subsection b. of this section, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under section 50 of this act; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. d. A claim not barred under this section may be enforced: (1) against a dissolved limited liability company, to the extent of its undistributed assets; and (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. L.2012, c.50, s.51.
N.J. Stat. § 42:1A-9 — NJ Code / Title 42 / Chapter 1A / Section 1A-9
Entity as partnership; limited partnership
Status: in_force

9. a. A partnership is an entity distinct from its partners. b. A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 47 of this act. L.2000,c.161,s.9.
N.J. Stat. § 42:2A-29.2 — NJ Code / Title 42 / Chapter 2A / Section 2A-29.2
Waiver of notice of lapse of time
Status: in_force

Waiver of Notice of Lapse of Time. a. Except as provided in the partnership agreement, notice of a meeting need not be given to any limited partner who signs a waiver of notice, in person or by an attorney-in-fact, whether before or after the meeting. The attendance of any limited partner at a meeting, in person or by an attorney-in-fact, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him. b. Except as provided in the partnership agreement, whenever limited partners are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing in person or by an attorney-in-fact, before or after the taking of the action, by every limited partner entitled to vote thereon as of the date of the taking of such action. L. 1988, c. 130, s. 43.
N.J. Stat. § 42:1A-11 — NJ Code / Title 42 / Chapter 1A / Section 1A-11
Property of the partnership
Status: in_force

11. Property acquired by a partnership is property of the partnership and not of the partners individually. L.2000,c.161,s.11.
N.J. Stat. § 42:2C-76 — NJ Code / Title 42 / Chapter 2C / Section 2C-76
Filings required for merger; effective date.
Status: in_force

76. Filings Required for Merger; Effective Date. a. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each constituent limited liability company, as provided in subsection a. of section 20 of this act; and (2) each other constituent organization, as provided in its governing statute. b. Articles of merger under this section shall include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (a) if it will be a limited liability company, the company's certificate of formation; or (b) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the filing office may use for the purposes of subsection b. of section 77 of this act; and (8) any additional information required by the governing statute of any constituent organization. c. The surviving organization shall deliver the articles of merger for filing in the office of the filing office. d. A merger becomes effective under this act: (1) if the surviving organization is a limited liability company, upon the later of: (a) compliance with subsection c. of this section; or (b) subject to subsection c. of section 22 of this act, as specified in the articles of merger; or (2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. L.2012, c.50, s.76.
N.J. Stat. § 42:2C-17 — NJ Code / Title 42 / Chapter 2C / Section 2C-17
Service of process.
Status: in_force

17. Service of Process. a. An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. b. If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the filing office is an agent of the company upon whom process, notice, or demand may be served. c. Service of any process, notice, or demand on the filing office as agent for a limited liability company or foreign limited liability company may be made by delivering to the filing office duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the filing office, the filing office shall forward one of the copies by mail or otherwise provide or deliver a copy 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. Service is effected under subsection c. of this section at the earliest of: (1) the date the limited liability company or foreign limited liability company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. e. The filing office shall keep a record of each process, notice, and demand served pursuant to this section and record the date of, and the action taken regarding, the service. f. This section does not affect the right to serve process, notice, or demand in any other manner provided by law. L.2012, c.50, s.17.
N.J. Stat. § 42:2C-73 — NJ Code / Title 42 / Chapter 2C / Section 2C-73
Definitions.
Status: in_force

73. Definitions. As used in this Article 10 (sections 73 through 87 of this act): "Constituent limited liability company" means a constituent organization that is a limited liability company. "Constituent organization" means an organization that is party to a merger. "Converted organization" means the organization into which a converting organization converts pursuant to sections 78 through 81 of this act. "Converting limited liability company" means a converting organization that is a limited liability company. "Converting organization" means an organization that converts into another organization pursuant to section 78 of this act. "Domesticated company" means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 82 through 85 of this act. "Domesticating company" means the company that effects a domestication pursuant to sections 82 through 85 of this act. "Governing statute" means the statute that governs an organization's internal affairs. "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit. "Organizational documents" means: (1) for a domestic or foreign general partnership, its partnership agreement; (2) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (3) for a domestic or foreign limited liability company, its certificate or articles of formation and operating agreement, or comparable records as provided in its governing statute; (4) for a business trust, its agreement of trust and declaration of trust; (5) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and (6) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. "Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. L.2012, c.50, s.73.
N.J. Stat. § 42:2C-13 — NJ Code / Title 42 / Chapter 2C / Section 2C-13
Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Status: in_force

13. Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company. a. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. b. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. c. If a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act contains a provision that would be ineffective under subsection c. of section 11 of this act, if contained in the operating agreement, the provision is likewise ineffective in the record. d. Subject to subsection c. of this section, if a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act conflicts with a provision of the operating agreement: (1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record. L.2012, c.50, s.13; amended 2013, c.276, s.3.
N.J. Stat. § 42:3-10 — NJ Code / Title 42 / Chapter 3 / Section 3-10
Execution against members; subscription book
Status: in_force

No execution of the kind mentioned in section 42:3-9 of this title shall issue against any member of a limited partnership association except upon an order of the court or a judge thereof in which the action or other proceeding was instituted. The court or judge may compel the production of the books of the association showing the names of the members thereof, and the amount of capital remaining to be paid upon their respective subscriptions, and, from such books or other sources of information, ascertain the truth in regard thereto, and may order execution to issue accordingly. The association shall keep a subscription list book for the aforesaid purpose, which shall be open to inspection by the creditors and members of the association at all reasonable times.
N.J. Stat. § 42:1A-43 — NJ Code / Title 42 / Chapter 1A / Section 1A-43
Statement of dissolution, effects of filing
Status: in_force

43. a. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. b. A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection d. of section 15 of this act and is a limitation on authority for the purposes of subsection e. of section 15 of this act. c. For the purposes of sections 13 and 42 of this act, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. d. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections e. and f. of section 15 of this act in any transaction, whether or not the transaction is appropriate for winding up the partnership business. L.2000,c.161,s.43.
N.J. Stat. § 42:2A-27 — NJ Code / Title 42 / Chapter 2A / Section 2A-27
Liability to third parties
Status: in_force

Liability to third parties. a. Except as provided in subsection d., a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, he is liable only to persons who transact business with the limited partnership with actual knowledge of, and reliance on, his participation in control. b. A limited partner does not participate in the control of the business within the meaning of subsection a. solely by doing one or more of the following: (1) Being a contractor for or an agent or employee of the limited partnership or being a contractor, agent, employee, corporate officer, corporate director, or shareholder of a general partner; (2) Consulting with or advising a general partner with respect to any matter, including the business of the limited partnership; (3) Acting as surety, guarantor, or endorser for the limited partnership or assuming one or more specific obligations of the limited partnership or providing collateral for the partnership; (4) (Deleted by amendment, P.L. 1988, c. 130.) (5) (Deleted by amendment, P.L. 1988, c. 130.) (6) Serving as an officer, director or shareholder of a corporate general partner; or (7) Approving or disapproving matters related to the business of the partnership as shall be stated in the certificate and partnership agreement; (8) Calling, requesting, attending or participating at a meeting of the partners or the limited partners; (9) Winding up a limited partnership pursuant to section 52 of P.L. 1983, c. 489 (C. 42:2A-53); (10) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership; (11) Serving on a committee of the limited partnership or the limited partners; (12) Proposing, approving or disapproving, by voting (by number, financial interest, class, group or as otherwise provided in the partnership agreement) or otherwise, on one or more of the following matters: (a) The dissolution and winding up of the limited partnership; (b) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all the assets of the limited partnership other than in the ordinary course of its business; (c) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; (d) A change in the nature of the business; (e) The admission, removal or retention of a partner; (f) A transaction or other matter involving an actual or potential conflict of interest; (g) An amendment to the partnership agreement or certificate of limited partnership; or (13) Exercising any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection. c. The enumeration in subsection b. does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership. d. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subsection a. (2) of section 6 of P.L. 1983, c. 489 (C. 42:2A-6), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. L. 1983, c. 489, s. 26; amended 1988,c.130,s.14.
N.J. Stat. § 42:2A-36 — NJ Code / Title 42 / Chapter 2A / Section 2A-36
Liability of partner for contribution
Status: in_force

Liability of partner for contribution. a. Except as provided in the certificate of limited partnership, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services and this obligation shall not be affected by his ability to perform because of his death or his disability or any other reason. If a partner does not make the promised contribution of property or services, he or, if he is deceased, his estate is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the limited partnership agreement, of the stated contribution that has not been made. b. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the certificate of limited partnership or an amendment thereto which, in either case, reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation. L. 1983, c. 489, s. 35; amended 1988,c.130,s.19.
N.J. Stat. § 42:1A-18 — NJ Code / Title 42 / Chapter 1A / Section 1A-18
Partnership obligations; liability of partners.
Status: in_force

18. a. Except as otherwise provided in subsections b. and c. of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. In addition, the entity is also liable for all obligations of the partnership as provided by P.L.2019, c.320 (C.54A:12-1 et al.). b. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. c. An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection b. of section 47 of the "Uniform Partnership Act (1996)," P.L.2000, c.161 (C.42:1A-47). d. In addition, the entity is also liable for all obligations of the partnership as provided by P.L.2022, c.133 (C.54:50-47 et al.). L.2000, c.161, s.18; amended 2019, c.320, s.10; 2022, c.133, s.14.
N.J. Stat. § 42:6-10 — NJ Code / Title 42 / Chapter 6 / Section 6-10
§ 42:6-10
Status: in_force

Upon the final settlement of the accounts of the receivers or trustees and the payment of the debts of the association, the same shall be dissolved.
N.J. Stat. § 42:2A-8 — NJ Code / Title 42 / Chapter 2A / Section 2A-8
Registered office and registered agent
Status: in_force

Registered office and registered agent. a. Every domestic and foreign limited partnership shall continuously maintain in this State a registered office, which may, but need not be a place of business maintained by it in the State of New Jersey and a registered agent having a business office identical with the registered office. b. All the records required by section 9 of P.L. 1983, c. 489 (C. 42:2A-9) to be maintained shall be kept at the limited partnership's principal office and upon five days' written request by any partner, shall be made available at the registered office for the inspection and copying by any partner during ordinary business hours. The cost of copying shall be borne by the partner requesting copies. c. The registered agent shall be an agent for service of process upon the limited partnership, and shall be an individual resident of this State, a domestic corporation or a foreign corporation authorized to do business in this State. L. 1983, c. 489, s. 8; amended 1988,c.130,s.4.
N.J. Stat. § 42:1A-23 — NJ Code / Title 42 / Chapter 1A / Section 1A-23
Books, records; rendering of information
Status: in_force

23. a. A partnership shall keep its books and records, if any, at its chief executive office. b. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. c. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this act; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. L.2000,c.161,s.23.
N.J. Stat. § 42:2A-6.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-6.1
Use of name other than actual limited partnership name
Status: in_force

a. No domestic limited partnership or foreign limited partnership which conducts activities in this State shall conduct any activities in this State using an alternate name including an abbreviation of its name or an acronym unless: (1) It 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) It has first registered the alternate name as provided in this section. b. Any limited partnership may adopt and use any alternate name, including any name which would be unavailable as the name of a domestic or foreign limited partnership because of the prohibitions of paragraph (4) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), but not including any name prohibited as a limited partnership name by paragraphs (1), (2), (3), (5) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), by filing an original and a copy of a certificate of registration of alternate name with the Secretary of State executed on behalf of the limited partnership. The certificate shall set forth: (1) The name, jurisdiction and date of establishment of the limited 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; (4) That the limited partnership intends to use the alternate name in this State; (5) That the limited 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. 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 partnership 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 partnership 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 user 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 other corporate or limited partnership name. e. A limited 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 Secretary of State 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. f. The failure of a limited 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 partnership and shall not prevent the limited partnership from defending any action or proceeding in any court of this State, but the limited 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. g. (1) A limited 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 e. of this section, forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (2) A limited partnership 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 certified or registered mail by the Secretary of State, 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 $200.00 nor more than $500.00. (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. h. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. Any certificate of registration filed during that 90 day period need not include the information required by paragraph (5) of subsection b. of this section. L.1984, c. 245, s. 2, eff. April 1, 1985.
N.J. Stat. § 42:2A-42 — NJ Code / Title 42 / Chapter 2A / Section 2A-42
Distribution upon withdrawal
Status: in_force

Distribution upon withdrawal. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal, based upon his right to share in distributions from the limited partnership. L. 1983, c. 489, s. 41, eff. April 1, 1985.
N.J. Stat. § 42:2A-40 — NJ Code / Title 42 / Chapter 2A / Section 2A-40
Withdrawal of general partner
Status: in_force

Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. L. 1983, c. 489, s. 39, eff. April 1, 1985.
N.J. Stat. § 42:2C-59 — NJ Code / Title 42 / Chapter 2C / Section 2C-59
Activities not constituting transacting business.
Status: in_force

59. Activities Not Constituting Transacting Business. a. Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this section include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions; and (10) transacting business in interstate commerce. b. For purposes of this section, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State. c. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this act. L.2012, c.50, s.59.
N.J. Stat. § 42:2C-63 — NJ Code / Title 42 / Chapter 2C / Section 2C-63
Reinstatement of certificate of authority.
Status: in_force

63. Reinstatement of Certificate of Authority. a. A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office revocation action, and the foreign limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a foreign limited liability company that has been revoked shall require a tax clearance certificate. L.2012, c.50, s.63; amended 2019, c.149, s.12.
N.J. Stat. § 42:2A-24 — NJ Code / Title 42 / Chapter 2A / Section 2A-24
Delivery of certificates to limited partners
Status: in_force

Delivery of certificates to limited partners. Upon the return of a certificate marked "Filed" by the Secretary of State as provided in section 20, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and any other certificate to each limited partner unless the partnership agreement provides otherwise. L. 1983, c. 489, s. 23, eff. April 1, 1985.
N.J. Stat. § 42:1A-30 — NJ Code / Title 42 / Chapter 1A / Section 1A-30
Orders charging transferable interests; effects
Status: in_force

30. a. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court order charging the transferable interest of a partner or of a partner's transferee shall be the sole remedy of a judgment creditor, who shall have no right under this act or any other State law to interfere with the management or to force dissolution of the partnership or to seek an order of the court requiring a foreclosure sale of the transferable interest. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. b. A charging order constitutes a right to receive distributions made with respect to the judgment debtor's transferable interest in the partnership. c. At any time before foreclosure, an interest charged may be redeemed:
(1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. d. This act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. e. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. L.2000,c.161,s.30.
N.J. Stat. § 42:2A-70 — NJ Code / Title 42 / Chapter 2A / Section 2A-70
Annual report to State Treasurer by foreign limited partnership.
Status: in_force

67. Annual report to State Treasurer by foreign limited partnership. a. Every foreign limited partnership authorized to transact business in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the foreign limited partnership setting forth: 1. The name of the foreign limited partnership; 2. The address, including the actual location as well as 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 for filing annual reports for each foreign 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 a foreign limited partnership to transact business in this State shall, after written demand for the reports by the State Treasurer by certified mail addressed to the foreign limited partnership at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. A foreign limited partnership shall not be subject to the revocation of its certificate to transact business in this State 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. Any foreign limited partnership may, within two years of the revocation of its certificate to transact business in this State, cause a reinstatement of the certificate upon: (1) payment to the State Treasurer of the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75; and (2) compliance with the requirements of subsection c. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive foreign limited partnership does not comply with the provisions of paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6). e. 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 revocation, pursuant to this section, of the certificate of authority to transact business in this State. f. The State Treasurer shall furnish annual report forms, including the forms necessary to effect annual report reinstatements, 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.483, s.67; amended 1997, c.139, s.7; 2002, c.34, s.37; 2019, c.149, s.9.
N.J. Stat. § 42:2C-52 — NJ Code / Title 42 / Chapter 2C / Section 2C-52
Claims against member or transferee barred unless filed within five years after limited liability company dissolved.
Status: in_force

52. Claims Against Member or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved. a. A claimant, and all those claiming through or under the claimant, shall be forever barred from suing a member or transferee on any claim, or otherwise realizing upon or enforcing any claim against a member or transferee, unless an action is commenced against the member or transferee, pursuant to paragraph (2) of subsection d. of section 51 of this act, or otherwise, within five years after the limited liability company was dissolved. b. This section shall not: (1) apply to claims against members or transferees which are in litigation on the effective date of this section; (2) operate to extend any otherwise applicable statute of limitations; or (3) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2012, c.50, s.52; amended 2021, c.92, s.21.
N.J. Stat. § 42:2C-2 — NJ Code / Title 42 / Chapter 2C / Section 2C-2
Definitions.
Status: in_force

2. Definitions. As used in this act: "Certificate of formation" means the certificate required by section 18 of this act. The term includes the certificate as amended or restated. "Contribution" means any benefit provided by a person to a limited liability company: (1) in order to become a member upon formation of the company and in accordance with an agreement between or among the persons who have agreed to become the initial members of the company; (2) in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or (3) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. "Debtor in bankruptcy" means a person who is the subject of: (1) an order for relief under Title 11 of the United States Code or a successor statute of general application; or (2) a comparable order under federal, state, or foreign law governing insolvency. "Distribution" except as otherwise provided in subsection g. of section 35 of this act, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. "Effective" with respect to a record required or permitted to be delivered to the filing office for filing under this act, means effective under subsection c. of section 22 of this act. "Filing office" means the Division of Revenue in the Department of the Treasury, or such other State office designated as such by law. "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company. "Limited liability company" except in the phrase "foreign limited liability company," means an entity formed under this act. "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection c. of section 37 of this act. "Manager-managed limited liability company" means a limited liability company that qualifies under subsection a. of section 37 of this act. "Member" means a person that has become a member of a limited liability company pursuant to section 31 of this act and has not dissociated pursuant to section 46 of this act. "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company. "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection a. of section 11 of this act. The term includes the agreement as amended or restated. "Organizer" means a person that acts to form a limited liability company pursuant to section 18 of this act. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. "Registered office" means: (1) the office that a limited liability company is required to designate and maintain pursuant to section 14 of this act; or (2) the principal office of a foreign limited liability company. "Sign" means, with the present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the record an electronic symbol, sound, or process. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. "Terminated" means, with respect to a limited liability company, that such company has been dissolved, that all of its affairs have been wound up, and that all of its assets have been either applied to discharge its obligations to creditors, including members that are creditors, or distributed to its members. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. L.2012, c.50, s.2.
N.J. Stat. § 42:2A-41 — NJ Code / Title 42 / Chapter 2A / Section 2A-41
Withdrawal of limited partner
Status: in_force

Withdrawal of limited partner. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership and in accordance with the partnership agreement. If the certificate does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at the address set forth in the certificate of limited partnership. L. 1983, c. 489, s. 40; amended 1988,c.130,s.22.
N.J. Stat. § 42:2C-43 — NJ Code / Title 42 / Chapter 2C / Section 2C-43
Rights of judgment creditor of a member.
Status: in_force

43. Rights of Judgment Creditor of a Member. On application by a judgment creditor of a member, a court may charge the transferable interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. An action by a court pursuant to this section does not deprive any member of the benefit of any exemption laws applicable to his transferable interest. A court order charging the transferable interest of a member pursuant to this section shall be the sole remedy of a judgment creditor, who shall have no right under 42:2C-1 et seq. or any other State law to interfere with the management or force dissolution of a limited liability company or to seek an order of the court requiring a foreclosure sale of the transferable interest. Nothing in this section shall be construed to affect in any way the rights of a judgment creditor of a member under federal bankruptcy or reorganization laws. L.2012, c.50, s.43; amended 2013, c.276, s.6.
N.J. Stat. § 42:2A-64 — NJ Code / Title 42 / Chapter 2A / Section 2A-64
Pleading
Status: in_force

Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making demand upon a general partner. L. 1983, c. 489, s. 63; amended 1988,c.130,s.33.
N.J. Stat. § 42:2C-55 — NJ Code / Title 42 / Chapter 2C / Section 2C-55
Appeal from rejection of reinstatement.
Status: in_force

55. Appeal from Rejection of Reinstatement. a. If the filing office rejects a limited liability company's application for reinstatement, the filing office shall present a notice to the company explaining the reason for rejection. b. Within 30 days after a rejection of reinstatement under subsection a. of this section, a limited liability company may appeal from the rejection by petitioning the court to set aside the filing office action. The petition shall be served on the filing office and contain a copy of the company's application for reinstatement and the filing office's notice of rejection. c. The court may order the filing office to reinstate a limited liability company or take other action the court considers appropriate. L.2012, c.50, s.55.
N.J. Stat. § 42:3-27 — NJ Code / Title 42 / Chapter 3 / Section 3-27
Oath of receivers or trustees; filing
Status: in_force

Every receiver or trustee shall, before assuming the duties of his office, enter into such bond and comply with such terms as the court may prescribe, and take and subscribe the following oath: "I, , do swear that I will faithfully, honestly and impartially execute the powers and trusts reposed in me as receiver (or trustee), for the creditors and members of the , and that without favor or affection." Such oath shall be filed in the office of the Clerk of the Superior Court within ten days after the taking thereof. Amended by L.1953, c. 40, p. 765, s. 17, eff. March 19, 1953.
N.J. Stat. § 42:2A-29 — NJ Code / Title 42 / Chapter 2A / Section 2A-29
Right to information
Status: in_force

Right to information. A limited partner has the right to: a. Inspect and copy any of the partnership records required to be maintained by section 9 of P.L 1983, c. 489 (C. 42:2A-9); b. Obtain from the general partners from time to time upon reasonable demand true and full information regarding the state of the business and financial condition of the limited partnership; c. Receive promptly after becoming available, a copy of the limited partnership's federal, State and local income tax returns for each year; and d. Other information regarding the affairs of the limited partnership as is just and reasonable. Upon the reasonable request of any partner, the records set forth in this section shall be subject to inspection and copying at a reasonable cost by any partner during ordinary business hours. L. 1983, c. 489, s. 28; amended 1984, c.245,s.8; 1988,c.130,s.16.
N.J. Stat. § 42:2C-32 — NJ Code / Title 42 / Chapter 2C / Section 2C-32
Form of contribution.
Status: in_force

32. Form of Contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. L.2012, c.50, s.32.
N.J. Stat. § 42:1A-51 — NJ Code / Title 42 / Chapter 1A / Section 1A-51
Statement of foreign qualification; filing
Status: in_force

51. a. Before transacting business in this State, a foreign limited liability partnership shall file a statement of foreign qualification in the office of the Division of Commercial Recording in the Department of the Treasury. The statement shall contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP," or "LLP"; (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; (3) if there is no office of the partnership in this State, the name and street address of the partnership's agent for service of process; and (4) a deferred effective date, if any. b. The agent of a foreign limited liability company 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. c. The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification 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. d. An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. L.2000,c.161,s.51.
N.J. Stat. § 42:2A-7 — NJ Code / Title 42 / Chapter 2A / Section 2A-7
Reservation of name
Status: in_force

a. The exclusive right to the use of a limited partnership name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (3) Any foreign limited partnership intending to register in this State and adopt that name; and (4) Any person intending to organize a foreign limited partnership and intending to have it register in this State and adopt that name. b. The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name or the first name available for limited partnership use among not more than three specified names. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of 120 days from the date of the application and shall issue a certificate of reservation. c. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. d. Any foreign limited partnership may register its partnership name under this chapter, provided its partnership name is available for use under section 6 of this chapter by filing an application for registration executed by a general partner setting forth name of the foreign limited partnership, the state and date of its formation, a brief statement of the business in which it is engaged, and 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, the address of the principal office of the foreign limited partnership. L.1983, c. 489, s. 7, eff. April 1, 1985.
N.J. Stat. § 42:2A-8.2 — NJ Code / Title 42 / Chapter 2A / Section 2A-8.2
Resignation of registered agent.
Status: in_force

42:2A-8.2. Resignation of registered agent. a. The registered agent of a domestic limited partnership or a foreign limited partnership authorized to transact business in this State may resign by complying with the provisions of this section. b. The registered agent, or, in the case of a registered agent who is deceased or has been adjudicated incapacitated by a court of competent jurisdiction, the agent's legal representative, shall serve a notice of resignation by certified mail, return receipt requested, upon a general partner or general partners of the limited partnership at the address last known to the agent, and shall make an affidavit of service. If service cannot be made, the affidavit shall so state, and shall state briefly why service cannot be made. The affidavit, together with a copy of notice of resignation, shall be filed in the Office of the Secretary of State. c. The resignation shall become effective 30 days after the filing in the office of the Secretary of State of the affidavit of service or upon the designation by the limited partnership of a new registered agent pursuant to this act, whichever is earlier. If the limited partnership fails to designate a new registered agent within the 30 day period, the limited partnership shall thereafter be deemed to have no registered agent or registered office in this State, until the limited partnership files a certificate of change of address of registered office and registered agent indicating the new registered office and registered agent. d. If any certificate of change replacing a resigned agent is not filed, the limited partnership shall, after written demand therefor by the Secretary of State, forfeit to the State a penalty of $200 for each year or part thereof until an agent is appointed. The Secretary of State may issue a certificate to the Clerk of the Superior Court that the limited partnership is indebted for the payment of this penalty. This certificate shall be entered by the Clerk as a judgment docketed in the Superior Court, and shall have the same form as a docketed judgment. L.1988, c.130, s.41; amended 2013, c.103, s.110.
N.J. Stat. § 42:1A-6 — NJ Code / Title 42 / Chapter 1A / Section 1A-6
Statements filed in the Division of Commercial Recording; effects, fees
Status: in_force

6. a. A statement may be filed in the office of the Division of Commercial Recording in the Department of the Treasury. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Division of Commercial Recording in the Department of the Treasury. This statement may indicate the authority of one or more particular partners with respect to any matter or class of matters. In addition, either filing has the effect provided in this act with respect to partnership property located in or transactions that occur in this State. b. A certified copy of a statement that has been filed in the office of the Division of Commercial Recording in the Department of the Treasury and recorded in the office of the county recording officer has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement filed in the office of the Division of Commercial Recording in the Department of the Treasury does not have the effect provided for recorded statements in this act. c. A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. d. A person authorized by this act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. e. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. f. The Division of Commercial Recording in the Department of the Treasury may collect a fee for filing or providing a certified copy of a statement. The county recording officer may collect a fee for recording a statement. L.2000,c.161,s.6.
N.J. Stat. § 42:1A-54 — NJ Code / Title 42 / Chapter 1A / Section 1A-54
Restraint of foreign limited liability partnership
Status: in_force

54. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of sections 50 through 53 of this act. L.2000,c.161,s.54.
N.J. Stat. § 42:1A-38 — NJ Code / Title 42 / Chapter 1A / Section 1A-38
Continued use of name relative to liability
Status: in_force

38. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. L.2000,c.161,s.38.
N.J. Stat. § 42:2C-47 — NJ Code / Title 42 / Chapter 2C / Section 2C-47
Effect of person's dissociation as member.
Status: in_force

47. Effect of Person's Dissociation as Member. a. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 44 and Article 10 (sections 73 through 87 of this act), any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. b. A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. c. A court that expels a member from a company pursuant to subsection e. of section 46 of this act may order the sale of the interests held by such person immediately before dissociation to either the company or to any other persons who are parties to the action if the court determines, in its discretion, that such an order is required by any other law, rule or regulation, or that such an order would be fair and equitable to all parties under all of the circumstances of the case. L.2012, c.50, s.47.
N.J. Stat. § 42:6-8 — NJ Code / Title 42 / Chapter 6 / Section 6-8
§ 42:6-8
Status: in_force

The receivers or trustees of the association shall have authority to maintain, in their own names as receivers or trustees, actions in any court of competent jurisdiction in this state for the collection of the amounts assessed against the members of the association.
N.J. Stat. § 42:1A-32 — NJ Code / Title 42 / Chapter 1A / Section 1A-32
Dissociation of partners; wrongful conditions
Status: in_force

32. a. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection a. of section 31 of this act. b. A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (a) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under this subsection; (b) the partner is expelled by judicial determination under subsection e. of section 31 of this act; (c) the partner is dissociated by becoming a debtor in bankruptcy; or (d) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. c. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. L.2000,c.161,s.32.
N.J. Stat. § 42:3-8 — NJ Code / Title 42 / Chapter 3 / Section 3-8
§ 42:3-8
Status: in_force

A limited partnership association shall sue and be sued in its association name. When an action is brought against any such association, service shall be made upon the chairman, secretary or treasurer thereof, which service shall be as complete and effective as if made upon each and every member of the association.
N.J. Stat. § 42:2A-8.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-8.1
Change of registered office or agent
Status: in_force

Change of registered office or agent. a. A domestic limited partnership or a foreign limited partnership authorized to do business in this State may change its registered office or its registered agent or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns, is removed, or becomes disqualified, the general partner or partners, unless otherwise provided in the partnership agreement, shall, as provided in the following subsection, establish the address of the new registered office, or designate the successor agent, or both, as the case may be. b. The limited partnership shall file in the office of the Secretary of State a certificate executed by the general partner or partners on behalf of the limited partnership setting forth: (1) The name of the limited partnership; (2) The name of the registered agent if the registered agent is being changed, then the name of the registered agent being succeeded and the successor registered agent; (3) The address of the registered office if the registered office is being changed, then the address of the registered office immediately prior to the change, and the address including the actual location as well as the postal designation, if different, of the new registered office; (4) A statement that the address of the registered office and the address of its registered agent will be identical after the change or changes; and (5) That the change or changes set forth in the certificate is or are made by the general partner or partners on behalf of the limited partnership, unless the partnership agreement otherwise provides, in which case the certificate shall set forth briefly the authority pursuant to which the change is being made. The change of the registered office and registered agent or either named in the certificate shall become effective upon the filing date of or at such later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. L. 1988, c. 130, s. 40.
N.J. Stat. § 42:2A-31 — NJ Code / Title 42 / Chapter 2A / Section 2A-31
Events of withdrawal of a general partner.
Status: in_force

30. Events of withdrawal of a general partner. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: a. The general partner withdraws from the limited partnership as provided in section 39 of P.L.1983, c.489 (C.42:2A-40); b. The general partner ceases to be a member of the limited partnership as provided in section 46 of P.L.1983, c.489 (C.42:2A-47); c. The general partner is removed as a general partner in accordance with the partnership agreement; d. Unless otherwise provided in the certificate of limited partnership, the general partner: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding set forth in (4) above; or (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties; e. Unless otherwise provided in the certificate of limited partnership, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; f. In the case of a general partner who is a natural person, the partner's death, or the entry by a court of competent jurisdiction of a judgment adjudicating the partner incapacitated to manage the partner's person or estate; g. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of new trustee); h. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; i. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or j. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership. L.1983, c.489, s.30; amended 1988, c.130, s.18; 2013, c.103, s.111.
N.J. Stat. § 42:2C-75 — NJ Code / Title 42 / Chapter 2C / Section 2C-75
Action on plan of merger by constituent limited liability company.
Status: in_force

75. Action on Plan of Merger by Constituent Limited Liability Company. a. Subject to section 86 of this act, a plan of merger shall be consented to by all the members of a constituent limited liability company. b. Subject to section 86 of this act and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the filing office for filing under section 76 of this act, a constituent limited liability company may amend the plan or abandon the merger: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. L.2012, c.50, s.75.
N.J. Stat. § 42:5-5 — NJ Code / Title 42 / Chapter 5 / Section 5-5
§ 42:5-5
Status: in_force

No compromise or composition of an individual partner with a creditor of such partnership shall in any way affect the right of the other copartners to call on such individual for his ratable portion of such partnership debt.
N.J. Stat. § 42:2C-92 — NJ Code / Title 42 / Chapter 2C / Section 2C-92
Tax classification.
Status: in_force

92. Tax Classification. a. For all purposes of taxation under the laws of this State, a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company with two or more members shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For all purposes of taxation under the laws of this State, a member or a transferee of a member of a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company shall be treated as a partner in a partnership unless the limited liability company is classified otherwise for federal income tax purposes, in which case the member or transferee of a member shall have the same status as the member or transferee of a member has for federal income tax purposes. b. For all purposes of taxation on income under the laws of this State and only for those purposes, a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company with one member is disregarded as an entity separate from its owner, unless classified otherwise for federal tax purposes, in which case the limited liability company will be classified in the same manner as it is classified for federal income tax purposes. For all purposes of taxation on income under the laws of this State and only for those purposes, the sole member or a transferee of all of the limited liability company interest of the sole member of a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company is treated as the direct owner of the underlying assets of the limited liability company and of its operations, unless the limited liability company is classified otherwise for federal income tax purposes, in which case the member or transferee of a member will have the same status as the member or transferee of a member has for federal income tax purposes. c. With respect to a limited liability company that is taxed as a partnership for federal income tax purposes, the entity is also liable for all obligations of the partnership as provided by P.L.2022, c.133 (C.54:50-47 et al.) in addition to its liabilities in section 30 of P.L.2012, c.50 (C.42:2C-30). L.2012, c.50, s.92; amended 2022, c.133, s.15.
N.J. Stat. § 42:3-1 — NJ Code / Title 42 / Chapter 3 / Section 3-1
Under authority of R.S. 42:3-1 et seq.
Status: in_force

The principal place of business of an association formed under authority of R.S. 42:3-1 et seq. shall be established and maintained within this State. After the effective date of P.L. 1988, c. 130, no new limited partnership associations shall be formed pursuant to the provisions of R.S. 42:3-1 et seq. Amended 1988,c.130,s.38.
N.J. Stat. § 42:2A-61 — NJ Code / Title 42 / Chapter 2A / Section 2A-61
Injunction against foreign limited partnership.
Status: in_force

Injunction against foreign limited partnership. a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign limited partnership from transacting business in this State: (1) Without having first obtained a certificate of authority to transact business pursuant to this article; (2) Of a character not set forth in its application for a certificate of authority to transact business or for an amended certificate; (3) After its certificate of authority to transact business in this State has been surrendered; or (4) After it is dissolved or its authority or existence is otherwise terminated or canceled in the jurisdiction of its organization. b. The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign limited partnership to restrain it from the exercise of any franchise or the transaction of any business within this State. c. The Superior Court may proceed in the action in a summary manner or otherwise. L. 1983, c. 489, s. 60, eff. April 1, 1985.
N.J. Stat. § 42:1A-41 — NJ Code / Title 42 / Chapter 1A / Section 1A-41
Postdissolution, rights, duties on winding up
Status: in_force

41. a. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of competent jurisdiction, for good cause shown, may order judicial supervision of the winding up. b. The legal representative of the last surviving partner may wind up a partnership's business. c. A person winding up a partnership's business shall preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 45 of this act, settle disputes by mediation or arbitration, and perform other necessary acts. L.2000,c.161,s.41.
N.J. Stat. § 42:2C-68 — NJ Code / Title 42 / Chapter 2C / Section 2C-68
Derivative action.
Status: in_force

68. Derivative Action. A member may maintain a derivative action to enforce a right of a limited liability company if: a. the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or b. A demand under subsection a. of this section would be futile. L.2012, c.50, s.68.
N.J. Stat. § 42:2C-22 — NJ Code / Title 42 / Chapter 2C / Section 2C-22
Delivery to and filing of records by filing office; effective time and date.
Status: in_force

22. Delivery to and Filing of Records by Filing Office; Effective Time and Date. a. A record authorized or required to be delivered to the filing office for filing under this act shall be captioned to describe the record's purpose, be in a medium permitted by the filing office, and be delivered to the filing office. If the filing fees have been paid, unless the filing office determines that a record does not comply with the filing requirements of this act, the filing office shall file the record and: (1) for a statement of denial under section 29 of this act, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record; and (2) for all other records, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record. b. Upon request and payment of the requisite fee, the filing office shall send to the requester a certified copy of a requested record. c. Except as otherwise provided in sections 15 and 23 of this act, a record delivered to the filing office for filing under this act may specify a delayed effective date. Subject to section 15, subsection d. of section 18 and section 23 of this act, a record filed by the filing office is effective: (1) if the record does not specify a delayed effective date, on the date the record is filed as evidenced by the filing office's endorsement of the date on the record; and (2) if the record specifies a delayed effective date after the date the record is filed as evidenced by the filing office's endorsement of the date on the record, on the delayed effective date. L.2012, c.50, s.22.
N.J. Stat. § 42:2C-20 — NJ Code / Title 42 / Chapter 2C / Section 2C-20
Signing of records to be delivered for filing to filing office.
Status: in_force

20. Signing of Records to be Delivered for Filing to Filing Office. a. A record delivered to the filing office for filing pursuant to this act shall be signed as follows: (1) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company. (2) A limited liability company's initial certificate of formation shall be signed by at least one person acting as an organizer. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company's activities under subsection c. of section 49 of this act or a person appointed under subsection d. of section 49 of this act to wind up those activities. (4) A certificate of dissolution under subsection e. of section 18 of this act shall be signed by each organizer that signed the initial certificate of formation, but a personal representative of a deceased or incompetent organizer may sign in place of the decedent or incompetent. (5) A statement of denial by a person under section 29 of this act shall be signed by that person. (6) Any other record shall be signed by the person on whose behalf the record is delivered to the filing office. b. Any record filed under this act may be signed by an agent, including an attorney in fact. L.2012, c.50, s.20.
N.J. Stat. § 42:2C-10 — NJ Code / Title 42 / Chapter 2C / Section 2C-10
Reservation of name.
Status: in_force

10. Reservation of Name. a. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the filing office for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the filing office finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a 120-day period. b. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the filing office for filing a signed notice of the transfer which states the name and address of the transferee. L.2012, c.50, s.10.
N.J. Stat. § 42:2A-33.1 — NJ Code / Title 42 / Chapter 2A / Section 2A-33.1
One person as both general and limited partner
Status: in_force

One Person as Both General and Limited Partner. a. A person may be general partner and a limited partner in the same partnership at the same time. b. A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to his contribution as a limited partner, he shall have the rights against the other partners which he would have had if he were not also a general partner. L. 1988, c. 130, s. 47.
N.J. Stat. § 42:6-9 — NJ Code / Title 42 / Chapter 6 / Section 6-9
§ 42:6-9
Status: in_force

If, on the final account of the receivers or trustees, it shall appear that, as a result of the assessments made under section 42:6-7 of this title, more funds have been realized and remain unexpended in the hands of the receivers or trustees than are necessary to satisfy all claims against the association and the expenses of the proceedings under this chapter, such surplus shall be repaid pro rata to those who have contributed thereto.
N.J. Stat. § 42:2A-48 — NJ Code / Title 42 / Chapter 2A / Section 2A-48
Rights of judgment creditor of a partner
Status: in_force

Rights of judgment creditor of a partner. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. L. 1983, c. 489, s. 47, eff. April 1, 1985.
N.J. Stat. § 42:2A-23 — NJ Code / Title 42 / Chapter 2A / Section 2A-23
Notice
Status: in_force

Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership, but it is not notice of any other fact not set forth in the certificate or amendment thereto. L. 1983, c. 489, s. 22; amended 1988,c.130,s.11.
N.J. Stat. § 42:2A-14 — NJ Code / Title 42 / Chapter 2A / Section 2A-14
Certificate of limited partnership
Status: in_force

Certificate of limited partnership. Two or more persons desiring to form a limited partnership shall cause to be executed a certificate of limited partnership. The certificate shall be executed by the person or persons named therein as the general partner or general partners. The certificate shall be filed in the office of the Secretary of State and shall set forth: a. The name of the limited partnership; b. The general character of its business; c. The address, including the actual location as well as postal designation, if different, of the original registered office and the name and address of the original registered agent for service of process required to be maintained by section 8 of P.L. 1983, c. 489 (C. 42:2A-8); d. The name and the business address or place of residence of each general partner; e. The aggregate 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; f. The times at which or events on the happening of which any additional contributions agreed to be made by any partner or partners are to be made; g. Any power of a limited partner to grant the right to become a limited partner to an assignee of any part of his partnership interest, and the terms and conditions of the power; h. If agreed upon, the time at which or the events on the happening of which a partner may terminate his membership in the limited partnership and the amount of, or the method of determining, the distribution to which he may be entitled respecting his partnership interest, and the terms and conditions of the termination and distribution; i. Any right of a partner to receive distributions of property, including cash from the limited partnership; j. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; k. Any time at which or events upon the happening of which the limited partnership is to be dissolved and its affairs wound up; l. Any right of the remaining general partners to continue the business on the happening of an event of withdrawal of a general partner; m. Any other matters the partners determine to include therein; and n. The address of the principal office, which need not be in the State of New Jersey. L. 1983, c. 489, s. 13; amended 1984, c.245,s.6; 1988,c.130,s.6.
N.J. Stat. § 42:2C-37 — NJ Code / Title 42 / Chapter 2C / Section 2C-37
Management of limited liability company.
Status: in_force

37. Management of Limited Liability Company. a. A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (a) the company is or will be "manager-managed;" (b) the company is or will be "managed by managers;" or (c) management of the company is or will be "vested in managers;" or (2) includes words of similar import. b. In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the company are vested in the members. (2) Each member has equal rights in the management and conduct of the company's activities. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (5) The operating agreement may be amended only with the consent of all members. c. In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this act, any matter relating to the activities of the company is decided exclusively by the managers. (2) Each manager has equal rights in the management and conduct of the activities of the company. (3) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers. (4) The consent of all members is required to: (a) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (b) approve a merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act); (c) undertake any other act outside the ordinary course of the company's activities; and (d) amend the operating agreement. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (7) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. d. An action requiring the consent of members under this act may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. e. The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. f. This act does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. L.2012, c.50, s.37.
N.J. Stat. § 42:4-8 — NJ Code / Title 42 / Chapter 4 / Section 4-8
Order to file claims and bar creditors
Status: in_force

The court may, either before or after a judgment of dissolution, make an order directing creditors to file their claims within such reasonable time as the court shall, by special order, prescribe and may make an order barring creditors. Amended by L.1953, c. 40, p. 766, s. 27, eff. March 19, 1953.
N.J. Stat. § 42:4-13 — NJ Code / Title 42 / Chapter 4 / Section 4-13
Dissolution authorized; application; order of dissolution
Status: in_force

If a member of a partnership is adjudicated incapacitated, the court may on application of another partner or other person as the court shall determine to be entitled to make the application, dissolve the partnership. The court may proceed in the action in a summary manner or otherwise. Amended by L.1953, c. 40, p. 767, s. 32, eff. March 19, 1953; 2013, c.103, s.113.
N.J. Stat. § 42:1A-49 — NJ Code / Title 42 / Chapter 1A / Section 1A-49
Annual report; filing.
Status: in_force

49. a. A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Division of Commercial Recording in the Department of the Treasury which contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; and (3) if the partnership does not have an office in this State, the name and street address of the partnership's current agent for service of process. b. An annual report shall be filed each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State. c. The State Treasurer may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the State Treasurer shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice shall specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation. d. A revocation under subsection c. of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership. e. A partnership whose statement of qualification has been revoked may apply to the Division of Commercial Recording in the Department of the Treasury for reinstatement within two years after the effective date of the revocation. The application shall state: (1) the name of the partnership and the effective date of the revocation; (2) that the ground for revocation either did not exist or has been corrected; and (3) payment by the partnership of all fees due to the State Treasurer including a reinstatement filing fee of $75.00, current annual report fee, and all delinquent annual report fees. f. A reinstatement under subsection e. of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred. L.2000, c.161, s.49; amended 2019, c.149, s.6.
N.J. Stat. § 42:2C-16 — NJ Code / Title 42 / Chapter 2C / Section 2C-16
Resignation of agent for service of process.
Status: in_force

16. Resignation of Agent for Service of Process. a. To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the filing office for filing a statement of resignation containing the company name and stating that the agent is resigning. b. The filing office shall file a statement of resignation delivered under subsection a. of this section and mail or otherwise provide or deliver a copy 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. An agency for service of process terminates on the earlier of: (1) the 31st day after the filing office files the statement of resignation; (2) when a record designating a new agent for service of process is delivered to the filing office for filing on behalf of the limited liability company and becomes effective. L.2012, c.50, s.16.
N.J. Stat. § 42:1A-5 — NJ Code / Title 42 / Chapter 1A / Section 1A-5
Principles of law and equity applicable; rate of interest determined
Status: in_force

5. a. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. b. If an obligation to pay interest arises under this act and the rate is not specified, the rate of interest shall be at the rates provided by the Rules Governing the Courts of the State of New Jersey for the applicable period of time. L.2000,c.161,s.5.
N.J. Stat. § 42:2A-45 — NJ Code / Title 42 / Chapter 2A / Section 2A-45
Limitations on distribution
Status: in_force

Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. L. 1983, c. 489, s. 44, eff. April 1, 1985.
N.J. Stat. § 42:1A-1 — NJ Code / Title 42 / Chapter 1A / Section 1A-1
Short title
Status: in_force

1. Sections 1 through 56 and 59 of this act shall be known and may be cited as the "Uniform Partnership Act (1996)." L.2000,c.161,s.1.
N.J. Stat. § 42:3-13.1 — NJ Code / Title 42 / Chapter 3 / Section 3-13.1
Renewal or continuation of term of existence; resolution; statement; recording
Status: in_force

Any such limited partnership association whose term is about to expire by limitation under the chapter to which this act is a supplement, may at any time within 5 years next preceding the expiration of such term, by a vote of a majority in number and value of interest of its members at any annual or special meeting of its members called for that purpose, renew or continue the existence of such limited partnership association for such further term, not exceeding 20 years from the expiration of its former term, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution, the chairman and secretary of the association shall make, sign and acknowledge a statement of renewal or continuance of the association which shall include the resolution authorizing such renewal or continuance certified by the secretary, which statement shall be recorded in the office of the clerk of the county where the original statement of the limited partnership association is recorded, and the record thereof or a certified copy of such record shall be prima facie evidence of the facts therein recited; provided that such limited partnership association shall at the time of filing such renewal statement pay the same fee as would be required in the case of an original formation of such association. L.1963, c. 141, s. 1, eff. Aug. 26, 1963.
N.J. Stat. § 42:1A-24 — NJ Code / Title 42 / Chapter 1A / Section 1A-24
Fiduciary duties
Status: in_force

24. a. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections b. and c. of this section, as those duties may be clarified or limited in the partnership agreement, subject to subsection b. of section 4 of this act. b. A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) to refrain from knowingly dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest materially adverse to the partnership; and (3) to refrain from actions intended to cause material injury to the partnership in the conduct of the partnership business before the dissolution of the partnership. c. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. d. A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. e. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. f. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. L.2000,c.161,s.24.
N.J. Stat. § 42:2C-79 — NJ Code / Title 42 / Chapter 2C / Section 2C-79
Action on plan of conversion by converting limited liability company.
Status: in_force

79. Action on Plan of Conversion by Converting Limited Liability Company. a. Subject to section 86 of this act, a plan of conversion shall be consented to by all the members of a converting limited liability company. b. Subject to section 86 of this act and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the filing office for filing under section 80 of this act, a converting limited liability company may amend the plan or abandon the conversion: (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.79.
N.J. Stat. § 42:2C-15 — NJ Code / Title 42 / Chapter 2C / Section 2C-15
Change of designated office or agent for service of process.
Status: in_force

15. Change of Designated Office or Agent For Service of Process. a. A limited liability company or foreign limited liability company may change its registered office, its agent for service of process, or the address of its agent for service of process by delivering to the filing office for filing a statement of change containing: (1) the name of the company; (2) the street and mailing addresses of its current registered office; (3) if the current registered office is to be changed, the street and mailing addresses of the new registered office; (4) the name and street and mailing addresses of its current agent for service of process; and (5) if the current agent for service of process or an address of the agent is to be changed, the new information. b. A registered agent may, with prior notice to the limited liability company for which it is the registered agent, change the address of the registered office of any domestic or foreign limited liability company for which the registered agent is the registered agent to another address in this State by filing in the filing office a statement of change, executed by the registered agent, setting forth the names of each limited liability company, and the address at which the registered agent has maintained the registered office for each limited liability company, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office for each limited liability company recited in the statement of change. Upon the filing of such statement of change, the filing office shall furnish to the registered agent a filed copy of the same together with a receipt for the fees, and thereafter, or until further change of address, as authorized by law, the registered office in this State of each limited liability company recited in the statement of change shall be located at the new address of the registered agent thereof as given in such statement of change. c. In the event of a change of name of any person acting as a registered agent of a limited liability company, the registered agent shall file in the filing office a statement of change, executed by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, the name of each limited liability company represented by the registered agent, and the address at which the registered agent has maintained the registered office for each limited liability company. Upon the filing of the statement of change, the filing office shall furnish to the registered agent a filed copy of the same together with a receipt for the fees. d. Filing a statement of change under this section shall be deemed to be an amendment of the certificate of formation or the certificate of authority of each limited liability company affected thereby and no limited liability company shall be required to take any further action with respect thereto, to amend its certificate of formation or certificate of authority under this act. e. Subject to subsection c. of section 22 of this act, a statement of change is effective when filed by the filing office. L.2012, c.50, s.15.
N.J. Stat. § 42:5-1 — NJ Code / Title 42 / Chapter 5 / Section 5-1
§ 42:5-1
Status: in_force

Whenever any partnership has been or shall be dissolved by mutual consent or otherwise, any partner may make a separate composition or compromise with any one or all of the creditors of such partnership, and such composition or compromise shall be a full discharge to the partner making the same, and to him only, of and from all liability, incurred by reason of his connection with the partnership, to the creditors with whom the compromise is made.
N.J. Stat. § 42:1A-33 — NJ Code / Title 42 / Chapter 1A / Section 1A-33
Dissociation; effects on partnership, partner
Status: in_force

33. a. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this act applies; otherwise, Article 7 of this act applies. b. Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 41 of this act; (2) the partner's duty of loyalty under paragraph (3) of subsection b. of section 24 of this act terminates; and (3) the partner's duty of loyalty under paragraphs (1) and (2) of subsection b. and duty of care under subsection c. of section 24 of this act continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 41 of this act. L.2000,c.161,s.33.
N.J. Stat. § 42:2A-47 — NJ Code / Title 42 / Chapter 2A / Section 2A-47
Assignment of partnership interest; rights of assignee
Status: in_force

Assignment of partnership interest; rights of assignee. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest. Notwithstanding the foregoing, a general partner who assigns all of his general partnership interest shall cease to be a general partner only upon the filing of a certificate reflecting that fact in accordance with this chapter. L. 1983, c. 489, s. 46; amended 1988,c.130,s.24.
N.J. Stat. § 42:3-12 — NJ Code / Title 42 / Chapter 3 / Section 3-12
§ 42:3-12
Status: in_force

No limited partnership association shall loan its credit, its name or its capital to any of its members; but such loan may be made to any other person or association, with the consent in writing of a majority of the members in number and value of interest.
N.J. Stat. § 42:2A-12 — NJ Code / Title 42 / Chapter 2A / Section 2A-12
Nature of partnership interest
Status: in_force

A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985.
N.J. Stat. § 42:2A-68 — NJ Code / Title 42 / Chapter 2A / Section 2A-68
Filing fees of the State Treasurer.
Status: in_force

65. Filing fees of the State Treasurer. On filing any certificate or other papers relative to limited partnerships in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees, in addition to any applicable recording fees: a. Filing an application to reserve a specified limited partnership name and issuing a certificate of reservation...... $50.00 If application is for the first name available for limited partnership use among not more than three specified names...... $50.00 b. Filing a notice of transfer of a reserved limited partnership name...... $50.00 c. Filing original certificate of limited partnership...... $125.00 d. Filing a certificate of amendment to the certificate of limited partnership, including any number of amendments...... $75.00 e. Filing certificate of cancellation...... $75.00 f. Filing order or judgment amending certificate of limited partnership or cancellation...... $75.00 g. Filing application by a foreign limited partnership to transact business in this State and issuing a certificate of authority...... $125.00 h. Filing application by a foreign limited partnership for amended certificate to transact business in this State and issuing an amended certificate of authority...... $75.00 i. Filing annual report ...... $75.00 j. Filing a certificate or registration of an alternate name...... $50.00 k. Filing a renewal of registration of alternate name...... $50.00 l. Limited partnership status reports--per name...... $5.00 m. Filing a change of agent or office, or both...... $25.00 n. All other certificates issued or papers filed but not otherwise provided for...... $125.00 o. Issuing a standing certificate...... $25.00 p. Issuing a certificate or providing name availability up to three names...... $25.00 q. Filing a certificate of correction...... $50.00 L.1983, c.489, s.65; amended 1984, c.245, s.12; 1987, c.435, s.14; 1988, c.130, s.37; 1994, c.60, s.3; 2002, c.34, s.35; 2019, c.149, s.7.
N.J. Stat. § 42:3-9 — NJ Code / Title 42 / Chapter 3 / Section 3-9
Liability of individual members; executions
Status: in_force

The members of any limited partnership association shall not be liable under any judgment or order obtained against the association, or for any debt or engagement of the association, except that, if any execution, sequestration or other process in the nature of execution be issued against the property or effects of the association, and if there cannot be found sufficient thereof on which to levy or enforce such process, such execution, sequestration or other process may be issued against any of the members to the extent of the portions of their subscriptions respectively, in the capital of the association not then paid up. Amended by L.1953, c. 40, p. 760, s. 6, eff. March 19, 1953.
N.J. Stat. § 42:2C-87 — NJ Code / Title 42 / Chapter 2C / Section 2C-87
Article not exclusive.
Status: in_force

87. Article Not Exclusive. a. This Article 10 (sections 73 through 87 of this act) does not preclude an entity from being merged, converted, or domesticated under law other than this act. b. Without limiting the foregoing, it is intended that a limited liability company, whenever formed, that acquires the assets, liabilities and business of a predecessor organization with common ownership, shall be presumed to have the rights, privileges and perquisites of the predecessor organization. Furthermore, in computing time periods and continuity of ownership for determining eligibility for government grants, property rights, or other entitlements, there shall be a tacking of time periods with respect to the limited liability company and the predecessor organization. c. Nothing in this section 87 is intended to require the assignment of a contract in violation of its express terms. L.2012, c.50, s.87.
N.J. Stat. § 42:2A-35 — NJ Code / Title 42 / Chapter 2A / Section 2A-35
Form of contribution by partners
Status: in_force

Form of contribution by partners. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. L. 1983, c. 489, s. 34, eff. April 1, 1985.
N.J. Stat. § 42:2C-60 — NJ Code / Title 42 / Chapter 2C / Section 2C-60
Filing of certificate of authority.
Status: in_force

60. Filing of Certificate of Authority. Unless the filing office determines that an application for a certificate of authority does not comply with the filing requirements of this act, the filing office, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare and file a certificate of authority to transact business in this State, and provide a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. L.2012, c.50, s.60.
N.J. Stat. § 42:2C-6 — NJ Code / Title 42 / Chapter 2C / Section 2C-6
Governing law.
Status: in_force

6. Governing Law. The law of this State governs: a. The internal affairs of a limited liability company; and b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. L.2012, c.50, s.6.
N.J. Stat. § 42:3-2 — NJ Code / Title 42 / Chapter 3 / Section 3-2
Amending statement
Status: in_force

42:3-2. The persons desiring to amend the statement of the association shall a. Sign and acknowledge before some officer competent to take acknowledgment of deeds, a statement in writing which shall set forth: I. The full names of such persons; II. The amount of capital of the association subscribed for by each; III. The character of the subscription, and if in property other than cash, the description and valuation of such property; IV. The total amount of capital and when and how to be paid; V. The character of the business to be conducted and the location of the same; VI. The name of the association with the word "limited" added thereto as part of same; VII. The contemplated duration of the association, which shall not, in any case, exceed 20 years; and VIII. The names of the officers of the association selected in conformity with the provisions of this article. b. The amended statement shall be recorded in the office of the clerk of the county in which the principal place of business of the association shall be located. c. (Deleted by amendment, P.L. 1988, c. 130.) Amended 1988,c.130,s.39.
N.J. Stat. § 42:2C-54 — NJ Code / Title 42 / Chapter 2C / Section 2C-54
Reinstatement following administrative dissolution.
Status: in_force

54. Reinstatement Following Administrative Dissolution. a. A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office action placing the company on the inactive list, and the limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a limited liability company has been placed on the inactive list shall require a tax clearance certificate. L.2012, c.50, s.54; amended 2019, c.149, s.11.
N.J. Stat. § 42:2A-16 — NJ Code / Title 42 / Chapter 2A / Section 2A-16
Amendment to certificate
Status: in_force

A certificate of limited partnership is amended by the filing of a written certificate of amendment thereto in the office of the Secretary of State which shall set forth: a. The name of the limited partnership; b. The date of filing of the original certificate; c. The amendment or amendments to the certificate of limited partnership; and d. The amendment or amendments shall take effect upon filing of the certificate of amendment in the office of the Secretary of State or at any time specified in the certificate of amendment not later than 30 days of the date of filing. L.1983, c. 489, s. 15, eff. April 1, 1985.
N.J. Stat. § 42:1A-20 — NJ Code / Title 42 / Chapter 1A / Section 1A-20
Partnership by representation; liability
Status: in_force

20. a. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. b. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. c. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. d. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. e. Except as otherwise provided in subsections a. and b. of this section, persons who are not partners as to each other are not liable as partners to other persons. L.2000,c.161,s.20.
N.J. Stat. § 42:2A-53 — NJ Code / Title 42 / Chapter 2A / Section 2A-53
Right to wind up partnership affairs
Status: in_force

Right to wind up partnership affairs. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Superior Court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee. L. 1983, c. 489, s. 52, eff. April 1, 1985.
N.J. Stat. § 42:2C-18 — NJ Code / Title 42 / Chapter 2C / Section 2C-18
Formation of limited liability company; certificate of formation.
Status: in_force

18. Formation of Limited Liability Company; Certificate of Formation. a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation. b. A certificate of formation shall state: (1) the name of the limited liability company, which complies with section 8 of this act; and (2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company. c. Subject to subsection c. of section 12 of this act, a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section. However, a statement in a certificate of formation is not effective as a statement of authority. d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act. e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate. f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company. L.2012, c.50, s.18.
N.J. Stat. § 42:4-2 — NJ Code / Title 42 / Chapter 4 / Section 4-2
Distribution of assets, action for
Status: in_force

When an action is brought in the Superior Court for the dissolution of a partnership, with a view to a distribution of assets amongst creditors and others entitled thereto, the court may proceed in the action in a summary manner or otherwise. Amended by L.1953, c. 40, p. 765, s. 21, eff. March 19, 1953.
N.J. Stat. § 42:3-15 — NJ Code / Title 42 / Chapter 3 / Section 3-15
Association continued for closing affairs
Status: in_force

Any limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) shall, upon its expiration by its own limitations or its dissolution otherwise, be continued as such an association to enable it to prosecute and defend actions, to settle and close its affairs, dispose of and convey its property and assets of all kinds, both real and personal, and to divide its capital, but not for the purpose of continuing the business for which it was established.
N.J. Stat. § 42:2C-26 — NJ Code / Title 42 / Chapter 2C / Section 2C-26
Annual report for filing office.
Status: in_force

26. Annual Report for Filing Office. a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth: (1) the name and address of the limited liability company; (2) the name and address of the registered agent of the limited liability company; and (3) the name and addresses of the managing members or managers, as the case may be. b. If no annual report is filed as required by this section for two consecutive years: (1) the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company. (2) the certificate of a foreign limited liability company may be revoked by the filing office. (3) if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee and all delinquent annual report fees. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim. In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name. The filing office shall provide the forms necessary to effect annual report reinstatements. L.2012, c.50, s.26; amended 2019, c.149, s.10.
N.J. Stat. § 42:2A-58 — NJ Code / Title 42 / Chapter 2A / Section 2A-58
Changes in and amendments to application for certificate
Status: in_force

Changes in and amendments to application for certificate. If any statement in the application of a foreign limited partnership for a certificate of authority to transact business in this State was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, executed by a general partner, correcting the statement. L. 1983, c. 489, s. 57; amended by 1988, c. 130, s. 28.
N.J. Stat. § 42:2C-24 — NJ Code / Title 42 / Chapter 2C / Section 2C-24
Liability for inaccurate information in filed record.
Status: in_force

24. Liability for Inaccurate Information in Filed Record. a. If a record delivered to the filing office for filing under this act and filed by the filing office contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection b. of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (a) the record was delivered for filing on behalf of the company; and (b) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) effected an amendment under section 19 of this act; (ii) filed a petition under section 21 of this act; or (iii) delivered to the filing office for filing a certificate of change under section 15 or a certificate of correction under section 23 of this act. b. To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the filing office for filing under this act and imposes that responsibility on one or more other members, the liability stated in paragraph (2) of subsection a. of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. c. An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate. L.2012, c.50, s.24.
N.J. Stat. § 42:1A-39 — NJ Code / Title 42 / Chapter 1A / Section 1A-39
Dissolution of partnership; winding up, event causing
Status: in_force

39. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: a. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections b. through j. of section 31 of this act, of that partner's express will to withdraw as a partner, or on a later date specified by the partner, unless the partnership agreement provides that no dissolution occurs until 90 days after the partnership having received notice of a partner's express will to withdraw as a partner, a majority in interest of the remaining parties, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; b. In a partnership for a definite term or particular undertaking: (1) the expiration of 90 days after a partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under subsection b. of section 32 of this act, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; (2) the express will of all of the partners to wind up the partnership business; or (3) the expiration of the term or the completion of the undertaking; c. An event agreed to in the partnership agreement resulting in the winding up of the partnership business; d. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; e. On application by a partner, a judicial determination that: (1) the economic purpose of the partnership is likely to be unreasonably frustrated; (2) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (3) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or f. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (1) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (2) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. L.2000,c.161,s.39.
N.J. Stat. § 42:3-4 — NJ Code / Title 42 / Chapter 3 / Section 3-4
§ 42:3-4
Status: in_force

There shall be at least one meeting of the members of the association in each year, at one of which there shall be elected not less than three nor more than five managers of the association, one of whom shall be the chairman, one the treasurer and one the secretary, or one may be both treasurer and secretary. The managers and officers shall hold their respective offices for one year and until their successors are duly installed.
N.J. Stat. § 42:2C-61 — NJ Code / Title 42 / Chapter 2C / Section 2C-61
Noncomplying name of foreign limited liability company.
Status: in_force

61. Noncomplying Name of Foreign Limited Liability Company. a. A foreign limited liability company whose name does not comply with section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 8 of this act. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with R.S.56:1-1 et seq. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under R.S.56:1-1 et seq. to transact business in this State under another name. b. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not comply with section 8 of this act, it may not thereafter transact business in this State until it complies with subsection a. of this section and obtains an amended certificate of authority. L.2012, c.50, s.61.
N.J. Stat. § 42:2A-19 — NJ Code / Title 42 / Chapter 2A / Section 2A-19
Execution of certificate
Status: in_force

Execution of certificate. Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner: a. An original certificate of limited partnership must be signed by all general partners; b. A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner. If there is no existing general partner, a certificate of amendment must be signed by each person designated in the amended certificate as a new general partner; c. A certificate of cancellation must be signed by all general partners. If there is no existing general partner, a certificate of cancellation must be signed by: (1) All limited partners; or (2) Any limited partner after the 90th day following the withdrawal of the last general partner; or (3) Any limited partner within 90 days after an event of withdrawal of the last general partner, provided that the limited partners have determined not to continue the business of the partnership and not to appoint a new general partner pursuant to section 50 of P.L. 1983, c. 489 (C. 42:2A-51) and the partnership agreement, and the certificate of cancellation contains a representation to that effect; and d. (Deleted by amendment, P.L. 1988, c. 130.) e. The execution of any of the foregoing certificates constitutes an affirmation under the penalties of perjury that the statements made therein are true. L. 1983, c. 489, s. 18; amended 1988,c.130,s.8.
N.J. Stat. § 42:1A-44 — NJ Code / Title 42 / Chapter 1A / Section 1A-44
Liability after dissolution
Status: in_force

44. a. Except as otherwise provided in subsection b. of this section and section 18 of this act, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 42 of this act. b. A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection b. of section 42 of this act by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. L.2000,c.161,s.44.
N.J. Stat. § 42:2C-5 — NJ Code / Title 42 / Chapter 2C / Section 2C-5
Powers.
Status: in_force

5. Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. L.2012, c.50, s.5.
N.J. Stat. § 42:2A-46 — NJ Code / Title 42 / Chapter 2A / Section 2A-46
Liability upon return of contribution
Status: in_force

Liability upon return of contribution. a. If a limited partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. b. If a limited partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned. c. If a general partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable, until the termination of the applicable statute of limitations, to the limited partnership for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. d. If a general partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable, until the termination of the applicable statute of limitations, to the limited partnership for the amount of the contribution wrongfully returned. e. A partner receives a return of his contribution to the extent that a distribution causes the partner's share of the fair value of the net assets of the partnership to be less than the value, determined at the time of, but without giving effect to the distribution, of the balance of the partner's aggregate contributions to the partnership which, as of that date, had not been returned to him, which determination shall be made on the basis of the partnership records required to be maintained pursuant to section 9 of P.L. 1983, c. 489 (C. 42:2A-9). L. 1983, c. 489, s. 45; amended 1988,c.130,s.23.
N.J. Stat. § 42:2A-1 — NJ Code / Title 42 / Chapter 2A / Section 2A-1
Short title.
Status: in_force

This chapter may be cited as the "Uniform Limited Partnership Law (1976)" . L.1983, c. 489, s. 1, eff. April 1, 1985.
N.J. Stat. § 42:1A-2 — NJ Code / Title 42 / Chapter 1A / Section 1A-2
Definitions relative to partnerships
Status: in_force

2. As used in this act: "Business" includes every trade, occupation, and profession. "Debtor in bankruptcy" means a person who is the subject of: (1) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (2) a comparable order under federal, state, or foreign law governing insolvency. "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. "Foreign limited liability partnership" means a partnership that: (1) is formed under laws other than the laws of this State; and (2) has the status of a limited liability partnership under those laws. "Limited liability partnership" means a partnership that has filed a statement of qualification under section 47 of this act and does not have a similar statement in effect in any other jurisdiction. "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 10 of this act, predecessor law, or comparable law of another jurisdiction. "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnerships, limited liability company, or other limited liability entity, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein. "State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. "Statement" means a statement of partnership authority under section 15, a statement of denial under section 16, a statement of dissociation under section 37, a statement of dissolution under section 43, a statement of qualification under section 47 of this act, or a statement of foreign qualification under section 51 of this act, or an amendment or cancellation of any of the foregoing. "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. L.2000,c.161,s.2.
N.J. Stat. § 42:2C-84 — NJ Code / Title 42 / Chapter 2C / Section 2C-84
Filings required for domestication; effective date.
Status: in_force

84. Filings Required for Domestication; Effective Date. a. After a plan of domestication is approved, a domesticating company shall deliver to the filing office for filing articles of domestication, which shall include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (3) the name of the domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated company; (5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this act; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated company was a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the filing office may use for the purposes of subsection b. of section 85 of this act. b. A domestication becomes effective: (1) when the certificate of formation takes effect, if the domesticated company is a limited liability company; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. L.2012, c.50, s.84.
N.J. Stat. § 42:2C-62 — NJ Code / Title 42 / Chapter 2C / Section 2C-62
Revocation of certificate of authority.
Status: in_force

62. Revocation of Certificate of Authority. a. A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the filing office in the manner provided in subsections b. and c. of this section, 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; (2) file annual reports for two consecutive years pursuant to section 26 of this act. b. To revoke a certificate of authority of a foreign limited liability company, 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 company does not correct each ground for revocation 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 revoke the company and file a declaration of the action. The filing office shall send the company 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. The authority of a foreign limited liability company to transact business in this State ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection b. of this section L.2012, c.50, s.62.
N.J. Stat. § 42:2A-15 — NJ Code / Title 42 / Chapter 2A / Section 2A-15
Time when partnership formed
Status: in_force

A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State or at any later time specified in the certificate of limited partnership not later than 30 days of the date of filing if, in either case, there has been substantial compliance with the requirements of section 13. L.1983, c. 489, s. 14, eff. April 1, 1985.
N.J. Stat. § 42:6-5 — NJ Code / Title 42 / Chapter 6 / Section 6-5
Notice to creditors to file claims
Status: in_force

The receivers or trustees appointed for the association shall give such notice as the court may direct to the creditors thereof, requiring them to file with them any claims they may have against the association, within such time as the court may direct, or be barred from all relief under the proceedings had by virtue of this chapter. Amended by L.1953, c. 40, p. 768, s. 39, eff. March 19, 1953.
N.J. Stat. § 42:2C-85 — NJ Code / Title 42 / Chapter 2C / Section 2C-85
Effect of domestication.
Status: in_force

85. Effect of Domestication. a. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act). b. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company 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.
c. If a limited liability company has adopted and approved a plan of domestication under section 82 of this act providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of formation shall be delivered to the filing office for filing setting forth: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; (2) a statement that the certificate of formation is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement that the domestication was approved as required by this act; and (4) the jurisdiction of formation of the domesticated foreign limited liability company. L.2012, c.50, s.85.
N.J. Stat. § 42:2A-38 — NJ Code / Title 42 / Chapter 2A / Section 2A-38
Sharing of distributions
Status: in_force

Sharing of distributions. Distributions of cash or other assets 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, distributions shall be made 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. 37; amended 1988,c.130,s.21.
N.J. Stat. § 42:3-20 — NJ Code / Title 42 / Chapter 3 / Section 3-20
Designation or appointment of trustees or receivers
Status: in_force

If, in the action under section 42:3-19 of this Title, it shall appear to the court that such association has so expired or been dissolved, it may either continue the managers acting as such at the expiration or dissolution of the association, or the surviving managers or manager, trustees or trustee as provided by section 42:3-16 of this Title, or appoint one or more persons to be receivers of such association, and the creditors and members thereof. Amended by L.1953, c. 40, p. 762, s. 10, eff. March 19, 1953.
N.J. Stat. § 42:2A-21 — NJ Code / Title 42 / Chapter 2A / Section 2A-21
Filing in office of Secretary of State; effect of filing
Status: in_force

Filing in office of Secretary of State; effect of filing. a. An original and a duplicate copy of the certificate of limited partnership and of any certificates of amendment or cancellation or any order or judgment of amendment or cancellation shall be delivered to the Secretary of State. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) Endorse on the original and duplicate copy the word "Filed" and the day, month and year of the filing thereof; (2) File the original in his office; and (3) Return the copy, stamped "Filed", to the person who filed it or his representative. b. Upon the filing of a certificate of amendment or an order or judgment of amendment in the office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of either a certificate of cancellation or an order or judgment of cancellation, the certificate of limited partnership is canceled. L. 1983, c. 489, s. 20; amended 1988,c.130,s.9.
N.J. Stat. § 42:2A-10 — NJ Code / Title 42 / Chapter 2A / Section 2A-10
What business authorized
Status: in_force

A limited partnership may carry on any business which a partnership without limited partners may carry on. L.1983, c. 489, s. 10, eff. April 1, 1985.
N.J. Stat. § 42:3-3 — NJ Code / Title 42 / Chapter 3 / Section 3-3
Use of word "limited" in name; display of name
Status: in_force

1. The word "limited" shall be the last word of the name of every limited partnership association formed under the provisions of this article. 2. Every such association shall at all times conspicuously display its name, in letters easily legible, on the outside of every office or place in which the business of the association is carried on, and shall have its full name mentioned in legible characters in all instruments or writings used in the transaction of the business of the association. 3. The omission of the word "limited" in the use of the name of the association shall render any person who participates in such omission, or knowingly acquiesces therein, liable for any indebtedness, damage or liability arising therefrom.
N.J. Stat. § 42:2C-8 — NJ Code / Title 42 / Chapter 2C / Section 2C-8
Name.
Status: in_force

8. Name. a. The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". b. Unless authorized by subsection d. of this section, the name of a limited liability company shall be distinguishable in the records of the filing office from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under section 10 of this act. c. Furthermore, the name of a limited liability company shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless the limited liability company has complied with the restrictions. d. A limited liability company may apply to the filing office for authorization to use a name that does not comply with subsection b. of this section. The filing office shall authorize use of the name applied for if, as to each noncomplying name: (1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the filing office to change the noncomplying name to a name that complies with subsection b. of this section and is distinguishable in the records of the filing office from the name applied for; or (2) the applicant delivers to the filing office a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for. e. Subject to section 61, the provisions of this act shall apply to a foreign limited liability company transacting business in this State which has a certificate of authority to transact business in this State or which has applied for a certificate of authority. L.2012, c.50, s.8; amended 2013, c.276, s.1.
N.J. Stat. § 42:1A-26 — NJ Code / Title 42 / Chapter 1A / Section 1A-26
Continuation of partnership beyond term or undertaking
Status: in_force

26. a. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. b. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. L.2000,c.161,s.26.
N.J. Stat. § 42:2C-90 — NJ Code / Title 42 / Chapter 2C / Section 2C-90
Savings clause.
Status: in_force

90. Savings Clause. This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect. L.2012, c.50, s.90.
N.J. Stat. § 42:3-24 — NJ Code / Title 42 / Chapter 3 / Section 3-24
Application for injunctive relief and for receivers or trustees for insolvent association
Status: in_force

Any creditor or member of any limited partnership association formed under authority of article one of this chapter (s. 42:3-1 et seq.) which has become or is or shall become insolvent, or which has or shall suspend its ordinary business for want of funds to carry on the same, or the business of which has been and is being conducted at a great loss, greatly prejudicial to the interest of its creditors or members, may in an action apply to the Superior Court for injunctive relief and the appointment of a receiver or receivers or trustee or trustees for the association. Amended by L.1953, c. 40, p. 763, s. 14, eff. March 19, 1953.
N.J. Stat. § 42:4-14 — NJ Code / Title 42 / Chapter 4 / Section 4-14
Powers and duties of guardian in general
Status: in_force

When a partnership is dissolved as provided by R.S.42:4-13, or is otherwise dissolved, and a partner has been adjudicated incapacitated, the guardian of the partner who is incapacitated, in the name and on behalf of that partner, may concur with the other partners or other persons interested in disposing of the partnership property, as directed by the court. Amended by L.1953, c. 40, p. 767, s. 33, eff. March 19, 1953; 2013, c.103, s.114.
N.J. Stat. § 42:1A-4 — NJ Code / Title 42 / Chapter 1A / Section 1A-4
Agreement governing partners, partnership; prohibited terms
Status: in_force

4. a. Except as otherwise provided in subsection b. of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership. b. The partnership agreement shall not: (1) unreasonably restrict the right of access to books and records under subsection b. of section 23 of this act; (2) reduce the duty of loyalty under subsection b. of section 24 or subsection b. of section 33 of this act so as to permit a partner to engage in conduct which is intentionally injurious to the partnership; (3) unreasonably reduce the duty of care under subsection c. of section 24 or paragraph (3) of subsection b. of section 33 of this act; (4) vary the right of a court to expel a partner in the events specified in subsection e. of section 31 of this act; (5) vary the requirement to wind up the partnership business in cases specified in subsection d., e. or f. of section 39 of this act; (6) vary the law applicable to a limited liability partnership under subsection b. of section 7 of this act; or (7) restrict rights of third parties under this act. L.2000,c.161,s.4.
N.J. Stat. § 42:2A-66 — NJ Code / Title 42 / Chapter 2A / Section 2A-66
Expenses
Status: in_force

Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the limited partnership as a result of a judgment, compromise or settlement of an action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. L. 1983, c. 489, s. 64; amended 1988,c.130,s.35.
N.J. Stat. § 42:1A-40 — NJ Code / Title 42 / Chapter 1A / Section 1A-40
Dissolution, continuation for purpose of winding up
Status: in_force

40. a. Subject to subsection b. of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. b. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subsection a. of section 42 of this act or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected. L.2000,c.161,s.40.
N.J. Stat. § 42:1A-21 — NJ Code / Title 42 / Chapter 1A / Section 1A-21
Rights and duties of partners
Status: in_force

21. a. Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. b. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. c. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. d. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. e. A payment or advance made by a partner which gives rise to a partnership obligation under subsection c. or d. of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance. f. Each partner has equal rights in the management and conduct of the partnership business. g. A partner shall use or possess partnership property only on behalf of the partnership. h. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. i. A person shall become a partner only with the consent of all of the partners. j. A difference arising as to a matter in the ordinary course of business of a partnership shall be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement shall be undertaken only with the consent of all of the partners. k. This section shall not affect the obligations of a partnership to other persons under section 13 of this act. L.2000,c.161,s.21.
N.J. Stat. § 42:2C-31 — NJ Code / Title 42 / Chapter 2C / Section 2C-31
Becoming a member.
Status: in_force

31. Becoming a Member. a. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. b. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. c. After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10 (sections 73 through 87 of this act); (3) with the consent of all the members; or (4) if, within 90 consecutive days after the company ceases to have any members: (a) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and (b) the designated person consents to become a member. d. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. L.2012, c.50, s.31.
N.J. Stat. § 42:2A-32 — NJ Code / Title 42 / Chapter 2A / Section 2A-32
General powers and liabilities
Status: in_force

General powers and liabilities. a. Except as expressly provided in this chapter, a general partner of a limited partnership is subject to the restrictions of a partner in a partnership without limited partners and except as provided in this chapter or in the partnership agreement has the rights and powers of a partner in a partnership without limited partners. b. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. L. 1983, c. 489, s. 31, eff. April 1, 1985.
N.J. Stat. § 42:4-15 — NJ Code / Title 42 / Chapter 4 / Section 4-15
Conveyances by guardian.
Status: in_force

42:4-15. The guardian mentioned in R.S.42:4-14 may make and execute all conveyances and do all things necessary to effectuate the provisions of this article and shall also dispose of all money or property received for, from, or on account of the share or interest in the partnership of the partner who is mentally incapacitated, as the court may direct. Amended by L.1953, c. 40, p. 767, s. 34, 2013, c.103, s.115.
N.J. Stat. § 42:2C-64 — NJ Code / Title 42 / Chapter 2C / Section 2C-64
Cancellation of certificate of authority.
Status: in_force

64. Cancellation of Certificate of Authority. To cancel its certificate of authority to transact business in this State, a foreign limited liability company shall deliver to the filing office for filing a certificate of cancellation 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 desires to cancel its certificate of authority. The certificate of authority is canceled when the certificate of cancellation becomes effective. L.2012, c.50, s.64.
N.J. Stat. § 42:2C-91 — NJ Code / Title 42 / Chapter 2C / Section 2C-91
Application to existing relationships.
Status: in_force

91. Application to Existing Relationships. a. Before March 1, 2014, this act governs only: (1) a limited liability company formed on or after the effective date of this act; and (2) a limited liability company formed before the effective date of this act, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this act. b. On and after March 1, 2014, this act governs all limited liability companies. L.2012, c.50, s.91; amended 2013, c.276, s.9.
N.J. Stat. § 42:2C-35 — NJ Code / Title 42 / Chapter 2C / Section 2C-35
Limitations on distribution.
Status: in_force

35. Limitations on Distribution. a. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. b. A limited liability company may base a determination that a distribution is not prohibited under subsection a. of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. c. Except as otherwise provided in subsection f. of this section, the effect of a distribution under subsection a. of this section is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date: (a) the distribution is authorized, if the payment occurs within 120 days after that date; or (b) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. d. A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. e. A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection a. of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. f. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. g. As used in this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
L.2012, c.50, s.35.
N.J. Stat. § 42:2A-2 — NJ Code / Title 42 / Chapter 2A / Section 2A-2
Rules of construction
Status: in_force

a. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. b. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. c. This chapter shall not be so construed as to impair the obligations of any contract existing on the effective date of this chapter, nor to affect any action or proceedings begun or right accrued before that date. L.1983, c. 489, s. 2, eff. April 1, 1985.
N.J. Stat. § 42:2A-50 — NJ Code / Title 42 / Chapter 2A / Section 2A-50
Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity.
Status: in_force

42:2A-50. Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to lack the mental capacity to manage the partner's person or property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. L.1983, c.489, s.49; amended 2013, c.103, s.112.
N.J. Stat. § 42:1A-52 — NJ Code / Title 42 / Chapter 1A / Section 1A-52
Foreign qualification required; effects of failure
Status: in_force

52. a. A foreign limited liability partnership transacting business in this State shall not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification. b. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification shall not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State. c. A limitation on personal liability of a partner shall not be waived solely by transacting business in this State without a statement of foreign qualification. d. If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the State Treasurer shall be its agent for service of process with respect to a right of action arising out of the transaction of business in this State. L.2000,c.161,s.52.
N.J. Stat. § 42:2A-43 — NJ Code / Title 42 / Chapter 2A / Section 2A-43
Distribution in cash or kind
Status: in_force

Distribution in cash or kind. Except as provided in the certificate of limited partnership, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distribution from the limited partnership. L. 1983, c. 489, s. 42, eff. April 1, 1985.
N.J. Stat. § 42:2C-23 — NJ Code / Title 42 / Chapter 2C / Section 2C-23
Correcting filed record.
Status: in_force

23. Correcting Filed Record. a. A limited liability company or foreign limited liability company may deliver to the filing office for filing a certificate of correction to correct a record previously delivered by the company to the filing office and filed by the filing office, if at the time of filing the record contained inaccurate information or was defectively signed. b. A certificate of correction under subsection a. of this section may not state a delayed effective date and shall: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and (3) correct the defective signature or inaccurate information. c. When filed by the filing office, a certificate of correction under subsection a. of this section is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed: (1) for the purposes of subsection d. of section 3 of this act; and (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. L.2012, c.50, s.23.
N.J. Stat. § 42:2A-44 — NJ Code / Title 42 / Chapter 2A / Section 2A-44
Right to distribution
Status: in_force

Right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. L. 1983, c. 489, s. 43, eff. April 1, 1985.
N.J. Stat. § 42:2C-4 — NJ Code / Title 42 / Chapter 2C / Section 2C-4
Nature, purposes and duration of limited liability company.
Status: in_force

4. Nature, Purpose and Duration of Limited Liability Company. a. A limited liability company is an entity distinct from its members. b. A limited liability company may have any lawful purpose, regardless of whether for profit. c. A limited liability company has perpetual duration. L.2012, c.50, s.4.
N.J. Stat. § 42:2A-62 — NJ Code / Title 42 / Chapter 2A / Section 2A-62
Right of action
Status: in_force

Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor against one or more general partners, former general partners, limited partners, or third parties, if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. L. 1983, c. 489, s. 61; amended 1988,c.130,s.31.
N.J. Stat. § 42:2A-54 — NJ Code / Title 42 / Chapter 2A / Section 2A-54
Distribution of assets
Status: in_force

Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows: a. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 38 or 41; b. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 38 or 41; c. Except as provided in the partnership agreement, to limited partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the limited partners share in distributions; and d. Except as provided in the partnership agreement, to general partners first for return of their contributions and secondly respecting their partnership interests, in proportions in which the general partners share in distributions. L. 1983, c. 489, s. 53, eff. April 1, 1985.
N.J. Stat. § 42:1A-22 — NJ Code / Title 42 / Chapter 1A / Section 1A-22
Distributions in kind
Status: in_force

22. A partner has no right to receive, and shall not be required to accept, a distribution in kind. L.2000,c.161,s.22.
N.J. Stat. § 42:2C-21 — NJ Code / Title 42 / Chapter 2C / Section 2C-21
Signing and filing pursuant to judicial order.
Status: in_force

21. Signing and Filing Pursuant to Judicial Order. a. If a person required by this act to sign a record or deliver a record to the filing office for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) the person to sign the record; (2) the person to deliver the record to the filing office for filing; or (3) the filing office to file the record unsigned. b. If a petitioner under subsection a. of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. L.2012, c.50, s.21.
N.J. Stat. § 42:1A-45 — NJ Code / Title 42 / Chapter 1A / Section 1A-45
Rights of partners to application of partnership assets; settlement of accounts
Status: in_force

45. a. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection b. of this section. b. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 18 of this act. c. If a partner fails to contribute the full amount required under subsection b. of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 18 of this act. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 18 of this act. d. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 18 of this act. e. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. f. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. L.2000,c.161,s.45.
N.J. Stat. § 42:5-4 — NJ Code / Title 42 / Chapter 5 / Section 5-4
Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners
Status: in_force

1. A compromise or composition with individual members of a partnership shall not: a. Discharge the other copartners; b. Impair the right of any creditor to proceed at law or in equity against such copartners who have not been discharged for the balance of said partnership debt after the ratable portion of said debtor so released shall have been deducted therefrom. 2. No such compromise or composition shall prevent any member of the partnership not discharged thereby from: a. Using as a set-off any demand against such creditors which could have been set off had suit been brought against all the individuals composing such firm; b. Availing himself of any defense at law or in equity, except that he shall not set up the discharge of one individual as a discharge of the other copartners other than to the extent of the ratable portion of such discharged individual, unless it shall appear that all were intended to be so discharged.
N.J. Stat. § 42:1A-8 — NJ Code / Title 42 / Chapter 1A / Section 1A-8
Partnership governed by this act and its amendments
Status: in_force

8. A partnership governed by the provisions of this act is subject to any amendment to or repeal of this act. L.2000,c.161,s.8.
N.J. Stat. § 42:2C-71 — NJ Code / Title 42 / Chapter 2C / Section 2C-71
Special litigation committee.
Status: in_force

71. Special Litigation Committee. a. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection shall not prevent the court from enforcing a person's right to information under section 40 of this act or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. b. A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. c. A special litigation committee may be appointed: (1) in a member-managed limited liability company: (a) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and (b) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (a) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and (b) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. d. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed. e. After making a determination under subsection d. of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection a. of this section and allow the action to proceed under the direction of the plaintiff. L.2012, c.50, s.71.