reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:1A-44 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-44 - Liability after dissolution

42:1A-44. Liability after dissolution  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.
NJ Rev Stat § 42:1A-45 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-45 - Rights of partners to application of partnership assets; settlement of accounts

42:1A-45. Rights of partners to application of partnership assets; settlement of accounts  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.
NJ Rev Stat § 42:1A-47 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-47 - Limited liability partnership; qualification as

42:1A-47. Limited liability partnership; qualification as  47. a. A partnership may become a limited liability partnership pursuant to this section. b. The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions. c. After the approval required by subsection b. of this section, a partnership may become a limited liability partnership by filing a statement of qualification in the office of the Division of Commercial Recording in the Department of the Treasury. The statement shall contain: (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any; (3) if the partnership does not have an office in this State, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. d. The agent of a limited liability partnership for service of process shall be an individual who is a resident of this State or other person authorized to do business in this State. e. The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection d. of section 6 of this act or revoked pursuant to section 49 of this act. f. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection c. of this section. g. The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. h. An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. L.2000,c.161,s.47.
NJ Rev Stat § 42:1A-49 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-49 - Annual report; filing.

42:1A-49 Annual report; filing.  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.
NJ Rev Stat § 42:1A-50 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-50 - Foreign limited liability partnership; law governing, effect in this State

42:1A-50. Foreign limited liability partnership; law governing, effect in this State  50. a. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. b. A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. c. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. L.2000,c.161,s.50.
NJ Rev Stat § 42:1A-51 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-51 - Statement of foreign qualification; filing

42:1A-51. Statement of foreign qualification; filing  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.
NJ Rev Stat § 42:1A-52 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-52 - Foreign qualification required; effects of failure

42:1A-52. Foreign qualification required; effects of failure  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.
NJ Rev Stat § 42:1A-53 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-53 - Activities not considered transacting business

42:1A-53. Activities not considered transacting business  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.
NJ Rev Stat § 42:1A-54 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-54 - Restraint of foreign limited liability partnership

42:1A-54. Restraint of foreign limited liability partnership  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.
NJ Rev Stat § 42:1A-55 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-55 - Applicability, construction of act

42:1A-55. Applicability, construction of act . 55. Sections 1 through 56 of this act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. L.2000,c.161,s.55.
NJ Rev Stat § 42:1A-56 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-56 - No retroactive effects

42:1A-56. No retroactive effects  56. Sections 1 through 56 of this act do not affect an action or proceeding commenced or right accrued before this act takes effect, including the right of any partner in a limited liability partnership formed prior to the effective date of this act. L.2000,c.161,s.56.
NJ Rev Stat § 42:2A-1 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-1 - Short title.

42:2A-1. Short title.  This chapter may be cited as the "Uniform Limited Partnership Law (1976)" . L.1983, c. 489, s. 1, eff. April 1, 1985.
NJ Rev Stat § 42:2A-2 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-2 - Rules of construction

42:2A-2. Rules of construction  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.
NJ Rev Stat § 42:2A-3 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-3 - When Uniform Partnership Law applicable

42:2A-3. When Uniform Partnership Law applicable  In any case not provided for in this chapter, the provisions of the "Uniform Partnership Law" (R.S. 42:1-1 et seq.) shall govern. L.1983, c. 489, s. 3, eff. April 1, 1985.
NJ Rev Stat § 42:2A-4 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-4 - Existing limited partnerships brought under this chapter

42:2A-4. Existing limited partnerships brought under this chapter  Existing limited partnerships brought under this chapter.  A limited partnership formed under any statute of this State prior to the effective date of this chapter shall be governed by the provisions of this chapter, except that the partnership shall be deemed to be formed on the date set by the provisions of the statute under which it was formed, the name of the limited partnership need not be amended to comply with section 6 of P.L. 1983, c. 489 (C. 42:2A-6), and the certificate need not be amended to comply with section 13 of P.L. 1983, c. 489 (C. 42:2A-14).  L. 1983, c. 489, s. 4; amended 1984, c.245,s.3; 1988,c.130,s.1.
NJ Rev Stat § 42:2A-7 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-7 - Reservation of name

42:2A-7. Reservation of name  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.
NJ Rev Stat § 42:2A-8 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-8 - Registered office and registered agent

42:2A-8. Registered office and registered agent  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.
NJ Rev Stat § 42:2A-8.1 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-8.1 - Change of registered office or agent

42:2A-8.1. Change of registered office or agent  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.