42:2A-1. Short title.
This chapter may be cited as the "Uniform Limited Partnership Law (1976)" .
L.1983, c. 489, s. 1, eff. April 1, 1985.
Structure New Jersey Revised Statutes
Title 42 - Partnerships and Partnership Associations
Section 42:1A-2 - Definitions relative to partnerships
Section 42:1A-3 - Explanation of knowledge, notice; giving, receiving notice
Section 42:1A-4 - Agreement governing partners, partnership; prohibited terms
Section 42:1A-5 - Principles of law and equity applicable; rate of interest determined
Section 42:1A-6 - Statements filed in the Division of Commercial Recording; effects, fees
Section 42:1A-7 - Law governing relations among partners, between partners and partnership
Section 42:1A-8 - Partnership governed by this act and its amendments
Section 42:1A-9 - Entity as partnership; limited partnership
Section 42:1A-10 - Formation of partnership; rules for determining formation
Section 42:1A-11 - Property of the partnership
Section 42:1A-12 - Acquisition of partnership property; presumptions
Section 42:1A-13 - Partner considered agent of partnership; limitation
Section 42:1A-14 - Transfer of partnership property
Section 42:1A-15 - Statement of partnership authority; filing
Section 42:1A-16 - Statement of denial; limitation on authority
Section 42:1A-17 - Partnership liable for loss, injury
Section 42:1A-18 - Partnership obligations; liability of partners.
Section 42:1A-19 - Suits, actions by or against partnership; satisfaction of judgments
Section 42:1A-20 - Partnership by representation; liability
Section 42:1A-21 - Rights and duties of partners
Section 42:1A-22 - Distributions in kind
Section 42:1A-23 - Books, records; rendering of information
Section 42:1A-24 - Fiduciary duties
Section 42:1A-25 - Legal actions
Section 42:1A-26 - Continuation of partnership beyond term or undertaking
Section 42:1A-27 - Partner not co-owner
Section 42:1A-28 - Transferable interest of partner
Section 42:1A-29 - Transfer of partner's interest
Section 42:1A-30 - Orders charging transferable interests; effects
Section 42:1A-31 - Dissociation from partnership; events causing
Section 42:1A-32 - Dissociation of partners; wrongful conditions
Section 42:1A-33 - Dissociation; effects on partnership, partner
Section 42:1A-34 - Dissociation not resulting in dissolution; buyout; damages
Section 42:1A-35 - Partnership bound by act of dissociated partner; conditions; liability
Section 42:1A-36 - Dissociated partner's liability
Section 42:1A-37 - Statement of dissociation
Section 42:1A-38 - Continued use of name relative to liability
Section 42:1A-39 - Dissolution of partnership; winding up, event causing
Section 42:1A-40 - Dissolution, continuation for purpose of winding up
Section 42:1A-41 - Postdissolution, rights, duties on winding up
Section 42:1A-42 - Partner's act after dissolution
Section 42:1A-43 - Statement of dissolution, effects of filing
Section 42:1A-44 - Liability after dissolution
Section 42:1A-45 - Rights of partners to application of partnership assets; settlement of accounts
Section 42:1A-46 - Other business entity; merger or consolidation; effect of certificate
Section 42:1A-47 - Limited liability partnership; qualification as
Section 42:1A-48 - Name, alternate name of limited liability partnership.
Section 42:1A-49 - Annual report; filing.
Section 42:1A-50 - Foreign limited liability partnership; law governing, effect in this State
Section 42:1A-51 - Statement of foreign qualification; filing
Section 42:1A-52 - Foreign qualification required; effects of failure
Section 42:1A-53 - Activities not considered transacting business
Section 42:1A-54 - Restraint of foreign limited liability partnership
Section 42:1A-55 - Applicability, construction of act
Section 42:1A-56 - No retroactive effects
Section 42:2A-1 - Short title.
Section 42:2A-2 - Rules of construction
Section 42:2A-3 - When Uniform Partnership Law applicable
Section 42:2A-4 - Existing limited partnerships brought under this chapter
Section 42:2A-5 - Definitions relative to limited partnerships.
Section 42:2A-6 - Name of limited partnership.
Section 42:2A-6.1 - Use of name other than actual limited partnership name
Section 42:2A-7 - Reservation of name
Section 42:2A-8 - Registered office and registered agent
Section 42:2A-8.1 - Change of registered office or agent
Section 42:2A-8.2 - Resignation of registered agent.
Section 42:2A-9 - Records to be kept and maintained at the principal office
Section 42:2A-10 - What business authorized
Section 42:2A-11 - Business transactions of partner with partnership
Section 42:2A-12 - Nature of partnership interest
Section 42:2A-13 - County clerk to transmit documents to Secretary of State
Section 42:2A-14 - Certificate of limited partnership
Section 42:2A-14.1 - Certificates of limited partnerships formed prior to April 1, 1985
Section 42:2A-15 - Time when partnership formed
Section 42:2A-16 - Amendment to certificate
Section 42:2A-16.1 - Certificate of correction
Section 42:2A-17 - When amendment to certificate required
Section 42:2A-18 - Cancellation of certificate
Section 42:2A-19 - Execution of certificate
Section 42:2A-20 - Amendment or cancellation by judicial act
Section 42:2A-21 - Filing in office of Secretary of State; effect of filing
Section 42:2A-22 - Liability for false statement in certificate
Section 42:2A-24 - Delivery of certificates to limited partners
Section 42:2A-25 - Admission of additional limited partners
Section 42:2A-27 - Liability to third parties
Section 42:2A-28 - Person erroneously believing himself a limited partner
Section 42:2A-29 - Right to information
Section 42:2A-29.1 - Notice of limited partners' meetings
Section 42:2A-29.2 - Waiver of notice of lapse of time
Section 42:2A-29.3 - Action by limited partners
Section 42:2A-29.4 - Fixing record date
Section 42:2A-29.5 - Limited partnership interests held jointly or as tenants in common
Section 42:2A-30 - Admission of additional general partners
Section 42:2A-31 - Events of withdrawal of a general partner.
Section 42:2A-32 - General powers and liabilities
Section 42:2A-33 - Contributions by general partner; profits and losses; distributions
Section 42:2A-33.1 - One person as both general and limited partner
Section 42:2A-35 - Form of contribution by partners
Section 42:2A-36 - Liability of partner for contribution
Section 42:2A-37 - Sharing of profits and losses
Section 42:2A-38 - Sharing of distributions
Section 42:2A-39 - Interim distributions
Section 42:2A-40 - Withdrawal of general partner
Section 42:2A-41 - Withdrawal of limited partner
Section 42:2A-42 - Distribution upon withdrawal
Section 42:2A-43 - Distribution in cash or kind
Section 42:2A-44 - Right to distribution
Section 42:2A-45 - Limitations on distribution
Section 42:2A-46 - Liability upon return of contribution
Section 42:2A-47 - Assignment of partnership interest; rights of assignee
Section 42:2A-48 - Rights of judgment creditor of a partner
Section 42:2A-49 - Right of assignee to become limited partner; rights, restrictions and liabilities
Section 42:2A-51 - Dissolution
Section 42:2A-52 - Judicial dissolution
Section 42:2A-53 - Right to wind up partnership affairs
Section 42:2A-54 - Distribution of assets
Section 42:2A-55 - Law governing
Section 42:2A-57 - Application for certificate of authority to transact business
Section 42:2A-58 - Changes in and amendments to application for certificate
Section 42:2A-59 - Cancellation of certificate of authority to do business in the State
Section 42:2A-60 - Transacting business without certificate of authority
Section 42:2A-61 - Injunction against foreign limited partnership.
Section 42:2A-62 - Right of action
Section 42:2A-63 - Proper plaintiff
Section 42:2A-65 - Security for expenses
Section 42:2A-67 - Indemnification of general partner
Section 42:2A-68 - Filing fees of the State Treasurer.
Section 42:2A-69 - Annual report to the State Treasurer by domestic limited partnerships.
Section 42:2A-70 - Annual report to State Treasurer by foreign limited partnership.
Section 42:2A-71 - Rules and regulations
Section 42:2A-72 - Exemption from filing business name certificates
Section 42:2C-1 - Short title.
Section 42:2C-2 - Definitions.
Section 42:2C-3 - Knowledge; notice.
Section 42:2C-4 - Nature, purposes and duration of limited liability company.
Section 42:2C-6 - Governing law.
Section 42:2C-7 - Supplemental principles of law.
Section 42:2C-9 - Use of name other than actual limited liability company name.
Section 42:2C-10 - Reservation of name.
Section 42:2C-11 - Operating agreement; scope, function, and limitations.
Section 42:2C-14 - Office and agent for service of process.
Section 42:2C-15 - Change of designated office or agent for service of process.
Section 42:2C-16 - Resignation of agent for service of process.
Section 42:2C-17 - Service of process.
Section 42:2C-18 - Formation of limited liability company; certificate of formation.
Section 42:2C-19 - Amendment or restatement of certificate of formation.
Section 42:2C-20 - Signing of records to be delivered for filing to filing office.
Section 42:2C-21 - Signing and filing pursuant to judicial order.
Section 42:2C-22 - Delivery to and filing of records by filing office; effective time and date.
Section 42:2C-23 - Correcting filed record.
Section 42:2C-24 - Liability for inaccurate information in filed record.
Section 42:2C-25 - Certificate of standing.
Section 42:2C-26 - Annual report for filing office.
Section 42:2C-27 - No agency power of member as member.
Section 42:2C-28 - Statement of authority.
Section 42:2C-29 - Statement of denial.
Section 42:2C-30 - Liability of members and managers.
Section 42:2C-31 - Becoming a member.
Section 42:2C-32 - Form of contribution.
Section 42:2C-33 - Liability for contributions.
Section 42:2C-34 - Sharing of and right to distributions before dissolution.
Section 42:2C-35 - Limitations on distribution.
Section 42:2C-36 - Liability for improper distributions.
Section 42:2C-37 - Management of limited liability company.
Section 42:2C-38 - Indemnification and insurance.
Section 42:2C-39 - Standards of conduct for members and managers.
Section 42:2C-40 - Right of members, managers, and dissociated members to information.
Section 42:2C-41 - Nature of transferable interest.
Section 42:2C-42 - Transfer of transferable interest.
Section 42:2C-43 - Rights of judgment creditor of a member.
Section 42:2C-44 - Power of personal representative of deceased member.
Section 42:2C-45 - Member's power to dissociate; wrongful dissociation.
Section 42:2C-46 - Events causing dissociation.
Section 42:2C-47 - Effect of person's dissociation as member.
Section 42:2C-48 - Events causing dissolution.
Section 42:2C-49 - Winding up.
Section 42:2C-50 - Known claims against dissolved limited liability company.
Section 42:2C-51 - Other claims against dissolved limited liability company.
Section 42:2C-53 - Administrative action.
Section 42:2C-54 - Reinstatement following administrative dissolution.
Section 42:2C-55 - Appeal from rejection of reinstatement.
Section 42:2C-56 - Distribution of assets in winding up limited liability company's activities.
Section 42:2C-57 - Governing law.
Section 42:2C-58 - Application for certificate of authority; amendments to certificate of authority.
Section 42:2C-59 - Activities not constituting transacting business.
Section 42:2C-60 - Filing of certificate of authority.
Section 42:2C-61 - Noncomplying name of foreign limited liability company.
Section 42:2C-62 - Revocation of certificate of authority.
Section 42:2C-63 - Reinstatement of certificate of authority.
Section 42:2C-64 - Cancellation of certificate of authority.
Section 42:2C-65 - Effect of failure to have certificate of authority.
Section 42:2C-66 - Action by attorney general.
Section 42:2C-67 - Direct action by member.
Section 42:2C-68 - Derivative action.
Section 42:2C-69 - Proper plaintiff.
Section 42:2C-71 - Special litigation committee.
Section 42:2C-72 - Proceeds and expenses.
Section 42:2C-73 - Definitions.
Section 42:2C-75 - Action on plan of merger by constituent limited liability company.
Section 42:2C-76 - Filings required for merger; effective date.
Section 42:2C-77 - Effect of merger.
Section 42:2C-78 - Conversion.
Section 42:2C-79 - Action on plan of conversion by converting limited liability company.
Section 42:2C-80 - Filing required for conversion; effective date.
Section 42:2C-81 - Effect of conversion.
Section 42:2C-82 - Domestication.
Section 42:2C-83 - Action on plan of domestication by domesticating limited liability company.
Section 42:2C-84 - Filings required for domestication; effective date.
Section 42:2C-85 - Effect of domestication.
Section 42:2C-86 - Restrictions on approval of mergers, conversions, and domestications.
Section 42:2C-87 - Article not exclusive.
Section 42:2C-88 - Uniformity of application and construction.
Section 42:2C-89 - Relation to electronic signatures in global and national commerce act.
Section 42:2C-90 - Savings clause.
Section 42:2C-91 - Application to existing relationships.
Section 42:2C-92 - Tax classification.
Section 42:3-1 - Under authority of R.S. 42:3-1 et seq.
Section 42:3-2 - Amending statement
Section 42:3-3 - Use of word "limited" in name; display of name
Section 42:3-4 - Meetings of members of association; election of officers
Section 42:3-5 - Contracting debts
Section 42:3-6 - Real estate; purchase, ownership and disposition
Section 42:3-7 - Deeds, bonds and mortgages; execution and acknowledgment; seal
Section 42:3-8 - Actions by and against association; service of process
Section 42:3-9 - Liability of individual members; executions
Section 42:3-10 - Execution against members; subscription book
Section 42:3-11 - Interests deemed personal, transfer
Section 42:3-12 - Loan of association's credit, name or capital
Section 42:3-13 - Division of profits of business
Section 42:3-13.1 - Renewal or continuation of term of existence; resolution; statement; recording
Section 42:3-13.2 - Time of renewal
Section 42:3-13.3 - Successive periods of renewal or continuation; duration of period
Section 42:3-13.4 - Dissatisfied member entitled to his interests; procedure
Section 42:3-14 - Dissolution; when authorized; notice; publication
Section 42:3-15 - Association continued for closing affairs
Section 42:3-16 - Managers as trustees for purpose of settlement; powers
Section 42:3-17 - Trustees may sue or be sued
Section 42:3-18 - Validity of deed made by trustees
Section 42:3-19 - Receiver for expired or dissolved association; application; summary hearing
Section 42:3-20 - Designation or appointment of trustees or receivers
Section 42:3-21 - General powers of trustees or receivers
Section 42:3-22 - Sale of property of association by receivers
Section 42:3-23 - Continuance of powers of trustees
Section 42:3-25 - Injunctive relief
Section 42:3-26 - Appointment of receivers or trustees when injunctive relief granted
Section 42:3-27 - Oath of receivers or trustees; filing
Section 42:3-28 - Jurisdiction of Superior Court
Section 42:3-29 - Creditors paid pro rata; disposition of balance
Section 42:4-1 - Purpose and construction of article
Section 42:4-2 - Distribution of assets, action for
Section 42:4-7 - Temporary receiver or other custodian of property
Section 42:4-8 - Order to file claims and bar creditors
Section 42:4-9 - Procedure on dissolution and winding up
Section 42:4-13 - Dissolution authorized; application; order of dissolution
Section 42:4-14 - Powers and duties of guardian in general
Section 42:4-15 - Conveyances by guardian.
Section 42:5-1 - Separate compromise with creditors by individual partner
Section 42:5-2 - Debtor to take creditor's memorandum; use in evidence
Section 42:5-3 - Discharge of judgment debt by filing acknowledged memorandum
Section 42:5-5 - Liability to copartners continues
Section 42:6-1 - Application for injunction and receivers or trustees; procedure
Section 42:6-2 - List of members filed with clerk of Superior Court
Section 42:6-5 - Notice to creditors to file claims
Section 42:6-7 - Assessments on members to pay claims
Section 42:6-8 - Actions by receivers or trustees for assessments on members
Section 42:6-9 - Repayment of excess of funds derived from assessments