reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2A-8.2 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-8.2 - Resignation of registered agent.

42:2A-8.2 Resignation of registered agent.  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.
NJ Rev Stat § 42:2A-9 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-9 - Records to be kept and maintained at the principal office

42:2A-9. Records to be kept and maintained at the principal office  Records to be kept and maintained at the principal office. Every limited partnership shall keep and maintain at its principal office the following:  a. A current list of the full name, the last known business address or home address of each partner, and the rights of each partner to vote;  b. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;  c. Copies of the limited partnership's Federal, State and local income tax returns and reports, if any, for the three most recent years; and  d. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years.  The records set forth in this section shall be subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.  L. 1983, c. 489, s. 9; amended 1988,c.130,s.5.
NJ Rev Stat § 42:2A-10 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-10 - What business authorized

42:2A-10. What business authorized  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.
NJ Rev Stat § 42:2A-11 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-11 - Business transactions of partner with partnership

42:2A-11. Business transactions of partner with partnership  Except as provided in the partnership agreement, a partner may lend money to and transact business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. L.1983, c. 489, s. 11, eff. April 1, 1985.
NJ Rev Stat § 42:2A-12 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-12 - Nature of partnership interest

42:2A-12. Nature of partnership interest  A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985.
NJ Rev Stat § 42:2A-13 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-13 - County clerk to transmit documents to Secretary of State

42:2A-13. County clerk to transmit documents to Secretary of State  No later than January 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, alphabetized by name as shown on the most recent documents filed in the county of filing, of each limited partnership whose certificate of limited partnership or any amendment thereto was filed on or after January 1, 1950, identifying the county of filing. This obligation may be met by a county clerk having transmitted by October 1, 1984 to the Secretary of State, in the manner prescribed by the Secretary of State, copies of all limited partnership certificates and amendments thereto and all certificates of termination or cancellation of all the limited partnerships filed on or after January 1, 1950 identifying the county of filing. Prior to April 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, as shown on the most recent documents filed in the county, of each limited partnership or any amendment thereto which was filed after the county clerk's initial transmission and prior to April 1, 1985. L.1983, c. 489, s. 12.1, eff. April 1, 1985; amended by L.1984, c. 245, s. 5, eff. Jan. 3, 1985.
NJ Rev Stat § 42:2A-14 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-14 - Certificate of limited partnership

42:2A-14. Certificate of limited partnership  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.
NJ Rev Stat § 42:2A-15 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-15 - Time when partnership formed

42:2A-15. Time when partnership formed  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.
NJ Rev Stat § 42:2A-16 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-16 - Amendment to certificate

42:2A-16. Amendment to certificate  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.
NJ Rev Stat § 42:2A-16.1 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-16.1 - Certificate of correction

42:2A-16.1. Certificate of correction  Certificate of Correction. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the limited partnership action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed by a general partner. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who actually relied in good faith upon the inaccurate portion of the certificate and who are adversely affected by the correction. As to these persons, the correction shall be effective as of the effective date of filing of the certificate of correction. Such filing shall only be made if the Secretary of State consents to the filing.  L. 1988, c. 130, s. 48.
NJ Rev Stat § 42:2A-17 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-17 - When amendment to certificate required

42:2A-17. When amendment to certificate required  When amendment to certificate required. An amendment to a certificate of limited partnership shall be filed within 30 days when:  a. There is a change in the name of the partnership;  b. There is a decrease in the amount of the contribution of the partners;  c. There is the admission of a new general partner or an event of withdrawal of a general partner;  d. There is a change in the character of the business of the partnership;  e. There is a continuation of the partnership business under section 50 of P.L. 1983, c. 489 (C. 42:2A-51) after an event of withdrawal of a general partner;  f. There is a change in the time as stated in the certificate for dissolution of the partnership or for the return of a contribution;  g. There is a time fixed for dissolution of the partnership or the return of a contribution, no time therefor having been specified in the certificate;  h. There is a false or erroneous statement in the certificate or that any arrangements or other facts described in the certificate have changed making the certificate inaccurate in any respect; and  i. (Deleted by amendment, P.L. 1988, c. 130.)  No person shall be liable if an amendment to a certificate of limited partnership reflecting the occurrence of any event referred to in this section is filed within 30 days of the event which gives rise to the obligation to file the amendment.  A restated certificate of limited partnership may be adopted, executed and filed in the same manner as a certificate of amendment.  L. 1983, c. 489, s. 16; amended 1984, c.245,s.7; 1988,c.130,s.7.
NJ Rev Stat § 42:2A-18 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-18 - Cancellation of certificate

42:2A-18. Cancellation of certificate  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.
NJ Rev Stat § 42:2A-19 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-19 - Execution of certificate

42:2A-19. Execution of certificate  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.
NJ Rev Stat § 42:2A-20 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-20 - Amendment or cancellation by judicial act

42:2A-20. Amendment or cancellation by judicial act  If a person required to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may file a complaint in the Superior Court, for an order or judgment to direct the amendment or cancellation. The court may proceed in the action in a summary manner or otherwise. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, a copy of the order or judgment shall serve as the required certificate. A certified copy of the order or judgment setting forth the amendment or cancellation shall be filed in the office of the Secretary of State. L.1983, c. 489, s. 19, eff. April 1, 1985.
NJ Rev Stat § 42:2A-21 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-21 - Filing in office of Secretary of State; effect of filing

42:2A-21. Filing in office of Secretary of State; effect of filing  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.
NJ Rev Stat § 42:2A-22 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-22 - Liability for false statement in certificate

42:2A-22. Liability for false statement in certificate  Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:  a. Any person who executed the certificate, or caused another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and  b. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect, within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a complaint for its cancellation or amendment under section 19 of P.L. 1983, c. 489 (C. 42:2A-20).  L. 1983, c. 489, s. 21; amended 1988,c.130,s.10.
NJ Rev Stat § 42:2A-23 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-23 - Notice

42:2A-23. Notice  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.
NJ Rev Stat § 42:2A-24 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-24 - Delivery of certificates to limited partners

42:2A-24. Delivery of certificates to limited partners  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.
NJ Rev Stat § 42:2A-25 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-25 - Admission of additional limited partners

42:2A-25. Admission of additional limited partners  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.
NJ Rev Stat § 42:2A-26 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-26 - Voting

42:2A-26. Voting  Voting. a. Subject to section 26 of P.L. 1983, c. 489 (C. 42:2A-27) the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon such matters as set forth in the partnership agreement.  b. This section shall not be construed so as to limit the right of a limited partner to vote on, or consent to, a specific partnership matter or action if this chapter gives the limited partner this right and does not expressly permit this right to be restricted by a contrary provision in the partnership agreement.  L. 1983, c. 489, s. 25; amended 1988,c.130,s.13.