reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2A-28 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-28 - Person erroneously believing himself a limited partner

42:2A-28. Person erroneously believing himself a limited partner  Person erroneously believing himself a limited partner.  a. Except as provided in subsection b., a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining that no certificate of limited partnership was ever filed with the Secretary of State or a certificate of limited partnership has been filed which names the person as a general partner in the enterprise he promptly:  (1) Causes an appropriate certificate of limited partnership, certificate of correction or a certificate of amendment to be executed and filed; or  (2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State a certificate declaring withdrawal under this section.  b. A person who makes a contribution of the kind described in subsection a. is liable as a general partner to any third party who transacted business with the enterprise if the third party actually believed in good faith that the person was a general partner at the time of the transaction and no certificate of limited partnership was ever filed or a certificate of limited partnership was filed which names the person as a general partner, and:  (1) The business is transacted before an appropriate certificate of limited partnership is filed stating that the enterprise is a limited partnership and indicating in effect that the person is not a general partner; (2) In the case of an amendment, it is after expiration of the 30-day period for filing an amendment indicating in effect that the person is not a general partner under section 16 of P.L. 1983, c. 489 (C. 42:2A-17) and the amendment has not been filed;  (3) Before the person withdraws, and an appropriate certificate, as provided in section 27 of P.L. 1983, c. 489 (C. 42:2A-28), is filed to show the withdrawal; or  (4) The business is transacted before an appropriate certificate of correction is filed indicating in effect that the person is not a general partner and the third party actually relied in good faith upon the foregoing inaccuracy and is adversely affected by the correction.  L. 1983, c. 489, s. 27; amended 1988,c.130,s.15.
NJ Rev Stat § 42:2A-29 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29 - Right to information

42:2A-29. Right to information  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.
NJ Rev Stat § 42:2A-29.1 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29.1 - Notice of limited partners' meetings

42:2A-29.1. Notice of limited partners' meetings  Notice of Limited Partners' Meetings. a. Except as provided in the partnership agreement, written notice of the time, place and purpose or purposes of every meeting of limited partners shall be given not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, to each limited partner of record entitled to vote at the meeting. In no case, however, may the partnership agreement provide for less than 10 days' notice.  b. When a meeting is adjourned to another time and place, it shall not be necessary, unless the partnership agreement otherwise provides, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the general partner fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each limited partner of record entitled to notice under subsection a. hereof on the new record date.  L. 1988, c. 130, s. 42.
NJ Rev Stat § 42:2A-29.2 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29.2 - Waiver of notice of lapse of time

42:2A-29.2. Waiver of notice of lapse of time  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.
NJ Rev Stat § 42:2A-29.3 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29.3 - Action by limited partners

42:2A-29.3. Action by limited partners  Action by Limited Partners. Except as otherwise provided in the partnership agreement, any action required or permitted to be taken by limited partners may be taken:  a. At a meeting with notice thereof given as provided in section 42 of P.L.1988, c.130 (C. 42:2A-29.1) by that portion of limited partners whose votes are necessary to take such action; or  b. Without a meeting, upon the written consent of, that portion of limited partners whose votes are necessary to take such action. When action is taken without a meeting, however, all limited partners shall receive a written report of all actions taken.  L. 1988, c. 130, s. 44.
NJ Rev Stat § 42:2A-29.4 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29.4 - Fixing record date

42:2A-29.4. Fixing record date  Fixing Record Date. a. Except as otherwise provided in the partnership agreement, the general partner may fix, in advance, a date as the record date for determining the partnership's limited partners with regard to any partnership action or event and, in particular, for determining the limited partners entitled to:  (1) Be notified of or vote at any meeting of the partners or any adjournment thereof;  (2) Consent in writing to any action without a meeting; or  (3) Receive payment of any distribution or allotment of any right.  The record date may in no case be less than five days nor more than 60 days prior to the meeting of partners or other partnership action or event to which it relates. The record date to determine limited partners entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted.  b. If no record date is fixed:  (1) The record date for determining limited partners for purposes of a meeting of partners shall be the close of business on the day next preceding the date on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and  (2) The record date for determining limited partners for any purpose other than specified in paragraph (1) of this subsection shall be at the close of business on the day on which the action relating thereto is adopted.  c. When a determination of limited partners of record for a meeting of partners has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the general partner fixes a new record date under this section for the adjourned meeting.  d. For the purposes of this section, a limited partner of record shall, in addition to meeting all other requirements of this section, have fulfilled all conditions described in the partnership agreement and by applicable law relative to attaining limited partner status.  L. 1988, c. 130, s. 45.
NJ Rev Stat § 42:2A-29.5 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-29.5 - Limited partnership interests held jointly or as tenants in common

42:2A-29.5. Limited partnership interests held jointly or as tenants in common  Limited Partnership Interests Held Jointly or as Tenants in Common. Limited partnership interests held by two or more persons as joint tenants or tenants in common may be voted at any meeting of limited partners by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such interest in the limited partnership in person or by an attorney-in-fact. In the latter event, the written agreement, if any, which governs the manner in which such limited partnership interests shall be voted, shall control if presented at the meeting. If no such agreement is presented at the meeting, then, for the purposes of voting, the interest in the limited partnership shall be divided equally among such joint tenants or tenants in common present.  L. 1988, c. 130, s. 46.
NJ Rev Stat § 42:2A-30 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-30 - Admission of additional general partners

42:2A-30. Admission of additional general partners  Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided for in the written partnership agreement but in no event by less than the written consent of all existing general partners and two-thirds in interest of the limited partners.  L. 1983, c. 489, s. 29; amended 1984, c.245,s.9; 1988,c.130,s.17.
NJ Rev Stat § 42:2A-31 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-31 - Events of withdrawal of a general partner.

42:2A-31 Events of withdrawal of a general partner.  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.
NJ Rev Stat § 42:2A-32 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-32 - General powers and liabilities

42:2A-32. General powers and liabilities  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.
NJ Rev Stat § 42:2A-33 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-33 - Contributions by general partner; profits and losses; distributions

42:2A-33. Contributions by general partner; profits and losses; distributions  Contributions by general partner; profits and losses; distributions. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also make make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.  L. 1983, c. 489, s. 32, eff. April 1, 1985.
NJ Rev Stat § 42:2A-33.1 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-33.1 - One person as both general and limited partner

42:2A-33.1. One person as both general and limited partner  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.
NJ Rev Stat § 42:2A-34 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-34 - Voting

42:2A-34. Voting  Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.  L. 1983, c. 489, s. 33, eff. April 1, 1985.
NJ Rev Stat § 42:2A-35 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-35 - Form of contribution by partners

42:2A-35. Form of contribution by partners  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.
NJ Rev Stat § 42:2A-36 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-36 - Liability of partner for contribution

42:2A-36. Liability of partner for contribution  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.
NJ Rev Stat § 42:2A-37 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-37 - Sharing of profits and losses

42:2A-37. Sharing of profits and losses  Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value (as stated in the limited partnership agreement) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.  L. 1983, c. 489, s. 36; amended 1988,c.130,s.20.
NJ Rev Stat § 42:2A-38 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-38 - Sharing of distributions

42:2A-38. Sharing of distributions  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.
NJ Rev Stat § 42:2A-39 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-39 - Interim distributions

42:2A-39. Interim distributions  Interim distributions. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof:  a. To the extent and at the times or upon the happening of the events specified in the partnership agreement; and  b. If any distribution constitutes a return of any part of his contribution, to the extent and at the times or upon the happening of the events specified in the certificate of limited partnership.  L. 1983, c. 489, s. 38, eff. April 1, 1985.
NJ Rev Stat § 42:2A-40 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-40 - Withdrawal of general partner

42:2A-40. Withdrawal of general partner  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.
NJ Rev Stat § 42:2A-41 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-41 - Withdrawal of limited partner

42:2A-41. Withdrawal of limited partner  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.
NJ Rev Stat § 42:2A-42 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-42 - Distribution upon withdrawal

42:2A-42. Distribution upon withdrawal  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.