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2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-67 - Indemnification of general partner

42:2A-67. Indemnification of general partner
Indemnification of general partner. a. A domestic limited partnership may indemnify any general partner made a party to an action in the right of a limited partnership to procure a judgment in its favor by reason of his being or having been a general partner in the limited partnership, against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of the action, or in connection with an appeal therein if the general partner acted in good faith and in a manner the general partner reasonably believed to be in or not opposed to the best interests of the limited partnership. However, in the proceedings no indemnification shall be provided in respect of any claim, issue or matter as to which the general partner shall have been adjudged to be liable for negligence or misconduct, unless and only to the extent that the Superior Court or the court in which the proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court or any other court shall deem proper.
b. The indemnification authorized under subsection a. of this section shall in no case include amounts paid in settling or otherwise disposing of a threatened action, or pending action with or without court approval. The indemnification authorized under this section may include expenses incurred in a threatened action, or pending action which is settled or otherwise disposed of without court approval, provided there is a determination upon application to the Superior Court that in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court shall deem proper.
c. No indemnification shall be made under this section in any circumstances where it appears that indemnification would be inconsistent with a provision of the certificate of limited partnership, partnership agreement or other proper partnership action in effect at the time of accrual of the alleged cause of action asserted in the threatened or pending action in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.
d. This section is not intended to prevent indemnification of a general partner as provided for under the limited partnership agreement or as approved by the Superior Court or the court in which a proceeding is brought, for expenses and liability in connection with any proceeding, other than an action in the right of the limited partnership by reason of his being or having been a general partner in the limited partnership.
L. 1983, c. 489, s. 64.1; amended 1984, c.245,s.11; 1988,c.130,s.36.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-68 - Filing fees of the State Treasurer.

42:2A-68 Filing fees of the State Treasurer.
65. Filing fees of the State Treasurer. On filing any certificate or other papers relative to limited partnerships in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees, in addition to any applicable recording fees:
a. Filing an application to reserve
a specified limited partnership name and issuing a certificate of reservation...... $50.00
If application is for the first name available for limited partnership use among not more than three specified names...... $50.00
b. Filing a notice of transfer of a reserved limited partnership name...... $50.00
c. Filing original certificate of limited partnership...... $125.00
d. Filing a certificate of amendment to the certificate of limited partnership, including any number of amendments...... $75.00
e. Filing certificate of cancellation...... $75.00
f. Filing order or judgment amending certificate of limited partnership or cancellation...... $75.00
g. Filing application by a foreign limited partnership to transact business in this State and issuing a certificate of authority...... $125.00
h. Filing application by a foreign limited partnership for amended certificate to transact business in this State and issuing an amended certificate of authority...... $75.00
i. Filing annual report ...... $75.00
j. Filing a certificate or registration of an alternate name...... $50.00
k. Filing a renewal of registration of alternate name...... $50.00
l. Limited partnership status reports--per name...... $5.00
m. Filing a change of agent or office, or both...... $25.00
n. All other certificates issued or papers filed but not otherwise provided for...... $125.00
o. Issuing a standing certificate...... $25.00
p. Issuing a certificate or providing name availability up to three names...... $25.00
q. Filing a certificate of correction...... $50.00
L.1983, c.489, s.65; amended 1984, c.245, s.12; 1987, c.435, s.14; 1988, c.130, s.37; 1994, c.60, s.3; 2002, c.34, s.35; 2019, c.149, s.7.