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Partnerships and Partnership Associations
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New Jersey Revised Statutes
Partnerships and Partnership Associations
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Section
42:1A-1
Short title
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-23
Notice
Section
42:2A-24
Delivery of certificates to limited partners
Section
42:2A-25
Admission of additional limited partners
Section
42:2A-26
Voting
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-34
Voting
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-50
Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity.
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-64
Pleading
Section
42:2A-65
Security for expenses
Section
42:2A-66
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
42:2A-73
"Other business entity" defined; domestic limited partnership, merger, consolidation
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-5
Powers.
Section
42:2C-6
Governing law.
Section
42:2C-7
Supplemental principles of law.
Section
42:2C-8
Name.
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-12
Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
Section
42:2C-13
Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
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-52
Claims against member or transferee barred unless filed within five years after limited liability company dissolved.
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-70
Pleading.
Section
42:2C-71
Special litigation committee.
Section
42:2C-72
Proceeds and expenses.
Section
42:2C-73
Definitions.
Section
42:2C-74
Merger.
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
42:2C-93
Fees.
Section
42:2C-94
Notices.
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
42:3-24
Application for injunctive relief and for receivers or trustees for insolvent association
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
42:5-4
Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners
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
Section
42:6-10
Associations dissolved; when