reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-8.2 - Resignation of registered agent.

42:2A-8.2 Resignation of registered agent.
42:2A-8.2. Resignation of registered agent. a. The registered agent of a domestic limited partnership or a foreign limited partnership authorized to transact business in this State may resign by complying with the provisions of this section.
b. The registered agent, or, in the case of a registered agent who is deceased or has been adjudicated incapacitated by a court of competent jurisdiction, the agent's legal representative, shall serve a notice of resignation by certified mail, return receipt requested, upon a general partner or general partners of the limited partnership at the address last known to the agent, and shall make an affidavit of service. If service cannot be made, the affidavit shall so state, and shall state briefly why service cannot be made. The affidavit, together with a copy of notice of resignation, shall be filed in the Office of the Secretary of State.
c. The resignation shall become effective 30 days after the filing in the office of the Secretary of State of the affidavit of service or upon the designation by the limited partnership of a new registered agent pursuant to this act, whichever is earlier. If the limited partnership fails to designate a new registered agent within the 30 day period, the limited partnership shall thereafter be deemed to have no registered agent or registered office in this State, until the limited partnership files a certificate of change of address of registered office and registered agent indicating the new registered office and registered agent.
d. If any certificate of change replacing a resigned agent is not filed, the limited partnership shall, after written demand therefor by the Secretary of State, forfeit to the State a penalty of $200 for each year or part thereof until an agent is appointed. The Secretary of State may issue a certificate to the Clerk of the Superior Court that the limited partnership is indebted for the payment of this penalty. This certificate shall be entered by the Clerk as a judgment docketed in the Superior Court, and shall have the same form as a docketed judgment.
L.1988, c.130, s.41; amended 2013, c.103, s.110.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-9 - Records to be kept and maintained at the principal office

42:2A-9. Records to be kept and maintained at the principal office
Records to be kept and maintained at the principal office. Every limited partnership shall keep and maintain at its principal office the following:
a. A current list of the full name, the last known business address or home address of each partner, and the rights of each partner to vote;
b. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
c. Copies of the limited partnership's Federal, State and local income tax returns and reports, if any, for the three most recent years; and
d. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years.
The records set forth in this section shall be subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
L. 1983, c. 489, s. 9; amended 1988,c.130,s.5.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-11 - Business transactions of partner with partnership

42:2A-11. Business transactions of partner with partnership
Except as provided in the partnership agreement, a partner may lend money to and transact business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
L.1983, c. 489, s. 11, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-13 - County clerk to transmit documents to Secretary of State

42:2A-13. County clerk to transmit documents to Secretary of State
No later than January 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, alphabetized by name as shown on the most recent documents filed in the county of filing, of each limited partnership whose certificate of limited partnership or any amendment thereto was filed on or after January 1, 1950, identifying the county of filing. This obligation may be met by a county clerk having transmitted by October 1, 1984 to the Secretary of State, in the manner prescribed by the Secretary of State, copies of all limited partnership certificates and amendments thereto and all certificates of termination or cancellation of all the limited partnerships filed on or after January 1, 1950 identifying the county of filing. Prior to April 1, 1985 each county clerk shall transmit to the Secretary of State the name and address of the principal place of business, as shown on the most recent documents filed in the county, of each limited partnership or any amendment thereto which was filed after the county clerk's initial transmission and prior to April 1, 1985.
L.1983, c. 489, s. 12.1, eff. April 1, 1985; amended by L.1984, c. 245, s. 5, eff. Jan. 3, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-14 - Certificate of limited partnership

42:2A-14. Certificate of limited partnership
Certificate of limited partnership. Two or more persons desiring to form a limited partnership shall cause to be executed a certificate of limited partnership. The certificate shall be executed by the person or persons named therein as the general partner or general partners. The certificate shall be filed in the office of the Secretary of State and shall set forth:
a. The name of the limited partnership;
b. The general character of its business;
c. The address, including the actual location as well as postal designation, if different, of the original registered office and the name and address of the original registered agent for service of process required to be maintained by section 8 of P.L. 1983, c. 489 (C. 42:2A-8);
d. The name and the business address or place of residence of each general partner;
e. The aggregate amount of cash and a description and statement of the agreed value of the other property or services contributed by all partners and which all partners have agreed to contribute in the future;
f. The times at which or events on the happening of which any additional contributions agreed to be made by any partner or partners are to be made;
g. Any power of a limited partner to grant the right to become a limited partner to an assignee of any part of his partnership interest, and the terms and conditions of the power;
h. If agreed upon, the time at which or the events on the happening of which a partner may terminate his membership in the limited partnership and the amount of, or the method of determining, the distribution to which he may be entitled respecting his partnership interest, and the terms and conditions of the termination and distribution;
i. Any right of a partner to receive distributions of property, including cash from the limited partnership;
j. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;
k. Any time at which or events upon the happening of which the limited partnership is to be dissolved and its affairs wound up;
l. Any right of the remaining general partners to continue the business on the happening of an event of withdrawal of a general partner;
m. Any other matters the partners determine to include therein; and
n. The address of the principal office, which need not be in the State of New Jersey.
L. 1983, c. 489, s. 13; amended 1984, c.245,s.6; 1988,c.130,s.6.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-15 - Time when partnership formed

42:2A-15. Time when partnership formed
A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State or at any later time specified in the certificate of limited partnership not later than 30 days of the date of filing if, in either case, there has been substantial compliance with the requirements of section 13.
L.1983, c. 489, s. 14, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-16 - Amendment to certificate

42:2A-16. Amendment to certificate
A certificate of limited partnership is amended by the filing of a written certificate of amendment thereto in the office of the Secretary of State which shall set forth:
a. The name of the limited partnership;
b. The date of filing of the original certificate;
c. The amendment or amendments to the certificate of limited partnership; and
d. The amendment or amendments shall take effect upon filing of the certificate of amendment in the office of the Secretary of State or at any time specified in the certificate of amendment not later than 30 days of the date of filing.
L.1983, c. 489, s. 15, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-16.1 - Certificate of correction

42:2A-16.1. Certificate of correction
Certificate of Correction. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the limited partnership action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed by a general partner. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who actually relied in good faith upon the inaccurate portion of the certificate and who are adversely affected by the correction. As to these persons, the correction shall be effective as of the effective date of filing of the certificate of correction. Such filing shall only be made if the Secretary of State consents to the filing.
L. 1988, c. 130, s. 48.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-17 - When amendment to certificate required

42:2A-17. When amendment to certificate required
When amendment to certificate required. An amendment to a certificate of limited partnership shall be filed within 30 days when:
a. There is a change in the name of the partnership;
b. There is a decrease in the amount of the contribution of the partners;
c. There is the admission of a new general partner or an event of withdrawal of a general partner;
d. There is a change in the character of the business of the partnership;
e. There is a continuation of the partnership business under section 50 of P.L. 1983, c. 489 (C. 42:2A-51) after an event of withdrawal of a general partner;
f. There is a change in the time as stated in the certificate for dissolution of the partnership or for the return of a contribution;
g. There is a time fixed for dissolution of the partnership or the return of a contribution, no time therefor having been specified in the certificate;
h. There is a false or erroneous statement in the certificate or that any arrangements or other facts described in the certificate have changed making the certificate inaccurate in any respect; and
i. (Deleted by amendment, P.L. 1988, c. 130.)
No person shall be liable if an amendment to a certificate of limited partnership reflecting the occurrence of any event referred to in this section is filed within 30 days of the event which gives rise to the obligation to file the amendment.
A restated certificate of limited partnership may be adopted, executed and filed in the same manner as a certificate of amendment.
L. 1983, c. 489, s. 16; amended 1984, c.245,s.7; 1988,c.130,s.7.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-18 - Cancellation of certificate

42:2A-18. Cancellation of certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. The certificate of cancellation shall be filed in the office of the Secretary of State and shall set forth:
a. The name of the limited partnership;
b. The date of filing of its certificate of limited partnership;
c. The reason for filing the certificate of cancellation;
d. The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and
e. Any other information the general partners filing the certificate determine.
L.1983, c. 489, s. 17, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-19 - Execution of certificate

42:2A-19. Execution of certificate
Execution of certificate. Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner:
a. An original certificate of limited partnership must be signed by all general partners;
b. A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner. If there is no existing general partner, a certificate of amendment must be signed by each person designated in the amended certificate as a new general partner;
c. A certificate of cancellation must be signed by all general partners. If there is no existing general partner, a certificate of cancellation must be signed by:
(1) All limited partners; or
(2) Any limited partner after the 90th day following the withdrawal of the last general partner; or
(3) Any limited partner within 90 days after an event of withdrawal of the last general partner, provided that the limited partners have determined not to continue the business of the partnership and not to appoint a new general partner pursuant to section 50 of P.L. 1983, c. 489 (C. 42:2A-51) and the partnership agreement, and the certificate of cancellation contains a representation to that effect; and
d. (Deleted by amendment, P.L. 1988, c. 130.)
e. The execution of any of the foregoing certificates constitutes an affirmation under the penalties of perjury that the statements made therein are true.
L. 1983, c. 489, s. 18; amended 1988,c.130,s.8.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-20 - Amendment or cancellation by judicial act

42:2A-20. Amendment or cancellation by judicial act
If a person required to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may file a complaint in the Superior Court, for an order or judgment to direct the amendment or cancellation. The court may proceed in the action in a summary manner or otherwise. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, a copy of the order or judgment shall serve as the required certificate.
A certified copy of the order or judgment setting forth the amendment or cancellation shall be filed in the office of the Secretary of State.
L.1983, c. 489, s. 19, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-21 - Filing in office of Secretary of State; effect of filing

42:2A-21. Filing in office of Secretary of State; effect of filing
Filing in office of Secretary of State; effect of filing. a. An original and a duplicate copy of the certificate of limited partnership and of any certificates of amendment or cancellation or any order or judgment of amendment or cancellation shall be delivered to the Secretary of State. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:
(1) Endorse on the original and duplicate copy the word "Filed" and the day, month and year of the filing thereof;
(2) File the original in his office; and
(3) Return the copy, stamped "Filed", to the person who filed it or his representative.
b. Upon the filing of a certificate of amendment or an order or judgment of amendment in the office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of either a certificate of cancellation or an order or judgment of cancellation, the certificate of limited partnership is canceled.
L. 1983, c. 489, s. 20; amended 1988,c.130,s.9.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-22 - Liability for false statement in certificate

42:2A-22. Liability for false statement in certificate
Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
a. Any person who executed the certificate, or caused another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
b. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect, within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a complaint for its cancellation or amendment under section 19 of P.L. 1983, c. 489 (C. 42:2A-20).
L. 1983, c. 489, s. 21; amended 1988,c.130,s.10.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-23 - Notice

42:2A-23. Notice
Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership, but it is not notice of any other fact not set forth in the certificate or amendment thereto.
L. 1983, c. 489, s. 22; amended 1988,c.130,s.11.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-24 - Delivery of certificates to limited partners

42:2A-24. Delivery of certificates to limited partners
Delivery of certificates to limited partners. Upon the return of a certificate marked "Filed" by the Secretary of State as provided in section 20, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and any other certificate to each limited partner unless the partnership agreement provides otherwise.
L. 1983, c. 489, s. 23, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-25 - Admission of additional limited partners

42:2A-25. Admission of additional limited partners
Admission of additional limited partners. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
a. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; or
b. In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 48 of P.L. 1983, c. 489 (C. 42:2A-49), to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
L. 1983, c. 489, s. 24; amended 1988,c.130,s.12.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-26 - Voting

42:2A-26. Voting
Voting. a. Subject to section 26 of P.L. 1983, c. 489 (C. 42:2A-27) the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon such matters as set forth in the partnership agreement.
b. This section shall not be construed so as to limit the right of a limited partner to vote on, or consent to, a specific partnership matter or action if this chapter gives the limited partner this right and does not expressly permit this right to be restricted by a contrary provision in the partnership agreement.
L. 1983, c. 489, s. 25; amended 1988,c.130,s.13.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-28 - Person erroneously believing himself a limited partner

42:2A-28. Person erroneously believing himself a limited partner
Person erroneously believing himself a limited partner.
a. Except as provided in subsection b., a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining that no certificate of limited partnership was ever filed with the Secretary of State or a certificate of limited partnership has been filed which names the person as a general partner in the enterprise he promptly:
(1) Causes an appropriate certificate of limited partnership, certificate of correction or a certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State a certificate declaring withdrawal under this section.
b. A person who makes a contribution of the kind described in subsection a. is liable as a general partner to any third party who transacted business with the enterprise if the third party actually believed in good faith that the person was a general partner at the time of the transaction and no certificate of limited partnership was ever filed or a certificate of limited partnership was filed which names the person as a general partner, and:
(1) The business is transacted before an appropriate certificate of limited partnership is filed stating that the enterprise is a limited partnership and indicating in effect that the person is not a general partner;
(2) In the case of an amendment, it is after expiration of the 30-day period for filing an amendment indicating in effect that the person is not a general partner under section 16 of P.L. 1983, c. 489 (C. 42:2A-17) and the amendment has not been filed;
(3) Before the person withdraws, and an appropriate certificate, as provided in section 27 of P.L. 1983, c. 489 (C. 42:2A-28), is filed to show the withdrawal; or
(4) The business is transacted before an appropriate certificate of correction is filed indicating in effect that the person is not a general partner and the third party actually relied in good faith upon the foregoing inaccuracy and is adversely affected by the correction.
L. 1983, c. 489, s. 27; amended 1988,c.130,s.15.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-29 - Right to information

42:2A-29. Right to information
Right to information. A limited partner has the right to:
a. Inspect and copy any of the partnership records required to be maintained by section 9 of P.L 1983, c. 489 (C. 42:2A-9);
b. Obtain from the general partners from time to time upon reasonable demand true and full information regarding the state of the business and financial condition of the limited partnership;
c. Receive promptly after becoming available, a copy of the limited partnership's federal, State and local income tax returns for each year; and
d. Other information regarding the affairs of the limited partnership as is just and reasonable.
Upon the reasonable request of any partner, the records set forth in this section shall be subject to inspection and copying at a reasonable cost by any partner during ordinary business hours.
L. 1983, c. 489, s. 28; amended 1984, c.245,s.8; 1988,c.130,s.16.