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.
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