reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2A-43 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-43 - Distribution in cash or kind

42:2A-43. Distribution in cash or kind  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.
NJ Rev Stat § 42:2A-44 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-44 - Right to distribution

42:2A-44. Right to distribution  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.
NJ Rev Stat § 42:2A-45 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-45 - Limitations on distribution

42:2A-45. Limitations on distribution  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.
NJ Rev Stat § 42:2A-46 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-46 - Liability upon return of contribution

42:2A-46. Liability upon return of contribution  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.
NJ Rev Stat § 42:2A-47 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-47 - Assignment of partnership interest; rights of assignee

42:2A-47. Assignment of partnership interest; rights of assignee  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.
NJ Rev Stat § 42:2A-48 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-48 - Rights of judgment creditor of a partner

42:2A-48. Rights of judgment creditor of a partner  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.
NJ Rev Stat § 42:2A-49 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-49 - Right of assignee to become limited partner; rights, restrictions and liabilities

42:2A-49. Right of assignee to become limited partner; rights, restrictions and liabilities  Right of assignee to become limited partner; rights, restrictions and liabilities. a. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited partners consent.  b. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or agreement of limited partnership.  c. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 21 and 35 of P.L. 1983, c. 489 (C. 42:2A-22 and 42:2A-36).  L. 1983, c. 489, s. 48; amended 1988,c.130,s.25.
NJ Rev Stat § 42:2A-50 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-50 - Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity.

42:2A-50 Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity.  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.
NJ Rev Stat § 42:2A-51 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-51 - Dissolution

42:2A-51. Dissolution  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
NJ Rev Stat § 42:2A-52 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-52 - Judicial dissolution

42:2A-52. Judicial dissolution  Judicial dissolution. On application by or for a partner the Superior Court may order dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.  L. 1983, c. 489, s. 51, eff. April 1, 1985.
NJ Rev Stat § 42:2A-53 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-53 - Right to wind up partnership affairs

42:2A-53. Right to wind up partnership affairs  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.
NJ Rev Stat § 42:2A-54 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-54 - Distribution of assets

42:2A-54. Distribution of assets  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.
NJ Rev Stat § 42:2A-55 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-55 - Law governing

42:2A-55. Law governing  Law governing. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied a certificate of authority to transact business in this State by reason of any difference between those laws and the laws of this State.  L. 1983, c. 489, s. 54, eff. April 1, 1985.
NJ Rev Stat § 42:2A-57 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-57 - Application for certificate of authority to transact business

42:2A-57. Application for certificate of authority to transact business  Application for certificate of authority to transact business. Before transacting business in this State, a foreign limited partnership shall file in the office of the Secretary of State an application executed by a general partner setting forth:  a. The name of the foreign limited partnership and, if different, the name under which it proposes to transact business in this State;  b. The name and business address of each general partner;  c. The 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;  d. The state and date of its formation;  e. The general character of the business it proposes to transact in this State;  f. The name and address, including the actual location as well as the postal designation, if different, of the agent for service of process on the foreign limited partnership whom the foreign limited partnership designates who must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State;  g. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the agent cannot be found or served with the exercise of reasonable diligence; and  h. 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, of the principal office of the foreign limited partnership.  i. If the Secretary of State finds that the application conforms to law and the requisite fees have been paid, he shall issue to the foreign limited partnership a certificate of authority to transact business in this State.  L. 1983, c. 489, s. 56; amended 1984, c.245,s.10; 1988,c.130,s.27.
NJ Rev Stat § 42:2A-58 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-58 - Changes in and amendments to application for certificate

42:2A-58. Changes in and amendments to application for certificate  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.
NJ Rev Stat § 42:2A-59 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-59 - Cancellation of certificate of authority to do business in the State

42:2A-59. Cancellation of certificate of authority to do business in the State  Cancellation of certificate of authority to do business in the State. A foreign limited partnership may cancel its certificate of authority to transact business in this State by filing with the Secretary of State a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims arising out of the transactions of business in this State. The Secretary of State shall cancel the certificate of authority of a foreign limited partnership when the certificate in the state of organization of the foreign limited partnership is cancelled and the Secretary of State receives notice thereof.  L. 1983, c. 489, s. 58; amended 1988,c.130,s.29.
NJ Rev Stat § 42:2A-60 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-60 - Transacting business without certificate of authority

42:2A-60. Transacting business without certificate of authority  Transacting business without certificate of authority. a. A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State.  b. The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action in any court of this State.  c. 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 foreign limited partnership having transacted business in this State without having obtained a certificate of authority to transact business; provided that, on ascertaining that no certificate of authority to transact business in this State exists, he promptly:  (1) Causes an appropriate certificate of authority to transact business in this State to be executed and filed; or  (2) Withdraws from future equity participation in the enterprise pursuant to the laws of the state in which the limited partnership was formed. d. A foreign limited partnership, by transacting business in this State without having obtained a certificate of authority to transact business, appoints the Secretary of State as its agent for service of process with respect to claims arising out of the transaction of business in this State.  e. A foreign limited partnership which transacts business in this State without a certificate of authority to transact business shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, or part thereof, not more than five years prior thereto, in which it shall have transacted business in this State without the certificate. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise.  L. 1983, c. 489, s. 59; amended 1988,c.130,s.30.
NJ Rev Stat § 42:2A-61 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-61 - Injunction against foreign limited partnership.

42:2A-61. Injunction against foreign limited partnership.  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.
NJ Rev Stat § 42:2A-62 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-62 - Right of action

42:2A-62. Right of action  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.
NJ Rev Stat § 42:2A-63 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-63 - Proper plaintiff

42:2A-63. Proper plaintiff  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.
NJ Rev Stat § 42:2A-64 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-64 - Pleading

42:2A-64. Pleading  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.
NJ Rev Stat § 42:2A-65 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-65 - Security for expenses

42:2A-65. Security for expenses  Security for expenses. Unless the plaintiff's or plaintiffs' contributions to the partnership or the plaintiff's or plaintiffs' allocable share of partnership property amount to 5% or more of the contributions of or allocations to partnership property of all limited partners, in their status as limited partners, or unless the contributions of or the share allocable to the plaintiff or plaintiffs have a fair value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled at any stage of the proceedings before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including attorney's fees, which may be incurred by the limited partnership in connection with the action. The amount of this security shall be determined by the court.  L. 1983, c. 489, s. 63.1; amended 1988,c.130,s.34.
NJ Rev Stat § 42:2A-66 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2A-66 - Expenses

42:2A-66. Expenses  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.