N.J. Stat. tit. 42, ch. 2A

in effect

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-5 Definitions relative to limited partnerships.

5. Definitions. As used in this chapter, unless the context otherwise requires: a. "Certificate of limited partnership" and "partnership certificate" mean the certificate referred to in section 13 of P.L.1983, c.489 (C.42:2A-14) as it may be corrected pursuant to section 48 of P.L.1988, c.130 (C.42:2A-16.1) or amended or restated from time to time. b. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. c. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in this chapter, or in the partnership agreement. d. "Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners. e. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. f. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. g. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. h. "Partner" means a limited or general partner. i. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. j. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. k. "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company or other limited liability entity, trust, estate, association, or corporation. l. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. m. Unless otherwise provided in the partnership certificate or in the partnership agreement, "in interest" shall mean a vote or percentage of a limited partner (in a class of limited partners) equal to the portion that partner's share in contributions to the partnership bears to the share in contributions to the partnership of all limited partners (of that class). n. "Principal office" means the place designated in the partnership agreement or the place of business of the limited partnership where the chief or principal affairs and business of the partnership are transacted. o. "Secretary of State" refers to the State Treasurer, based upon the transfer of the functions, powers and duties of the Division of Commercial Recording, established pursuant to section 1 of P.L.1982, c.150 (C.52:16A-35) and currently referred to as the Business Services Office, from the Department of State to the Department of the Treasury pursuant to Reorganization Plan No. 004-1998. p. "Treasurer" means the State Treasurer of the Department of the Treasury. L.1983, c.489, s.5; amended 1988, c.130, s.2; 2000, c.161, s.57; 2011, c.27, s.2.

N.J. Stat. § 42:2A-6 Name of limited partnership.

6. Name of limited partnership. a. The name of each limited partnership as set forth in its certificate of limited partnership or the name of any foreign limited partnership applying for a certificate of authority to transact business in this State: (1) Shall contain the words "limited partnership" or the abbreviation "L.P.," or "LP"; (2) May not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner; (3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership; (4) Shall be such to distinguish it upon the records in the office of the State Treasurer from the names of other domestic limited partnerships, foreign limited partnerships, domestic profit corporations, foreign profit corporations, domestic nonprofit corporations, and foreign nonprofit corporations or a current name reservation or a current name registration unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the limited partnership to the use of the name in this State; (5) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statutes of this State, unless the restrictions have been complied with. b. This section shall not require any domestic limited partnership organized prior to April 1, 1985 to change its name in accordance with this section, if the name is otherwise lawful on March 31, 1985. A limited partnership or foreign limited partnership transacting business in this State shall not change its limited partnership name on or after the effective date of P.L.1988, c.130 to a name which is not available for limited partnership use under this chapter. c. If the name of a foreign limited partnership is not available for use in this State because of paragraphs (1) through (4) of subsection a., the limited partnership may be authorized to transact business in this State under an assumed name by filing in the office of the State Treasurer with its application for an original or amended certificate of authority a certificate of its general partner adopting the assumed name for use in transacting business in this State. d. The limited partnership name of a domestic limited partnership whose certificate of limited partnership has been cancelled, the limited partnership name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, and the corporate name of any profit or nonprofit corporation which has been dissolved and any name confusingly similar to the name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, domestic limited partnership or profit or nonprofit corporation which has been dissolved or which has been terminated shall not be available for foreign or domestic limited partnership use for two years after the effective time of cancellation, withdrawal or termination, unless, within the two-year period, the written consent of the dissolved, withdrawn or cancelled domestic or foreign limited partnership or corporation to the adoption of its name, or a confusingly similar name, is filed in the office of the State Treasurer with the certificate of limited partnership of the new proposed domestic limited partnership or with the application of a foreign limited partnership for an original or amended certificate of authority to transact business in this State. e. The filing in the office of the State Treasurer of the certificate of limited partnership of a domestic limited partnership or the issuance by the State Treasurer of a certificate to a foreign limited partnership authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or any action by any person adversely affected to enjoin the violation or the use of a limited partnership name in violation of the rights of that person, whether on principles of unfair competition or otherwise, and the court may grant any other appropriate relief in the action. L.1983, c.489, s.6; amended 1984, c.245, s.4; 1988, c.130, s.3; 2011, c.27, s.3.

N.J. Stat. § 42:2A-6.1 Use of name other than actual limited partnership name

a. No domestic limited partnership or foreign limited partnership which conducts activities in this State shall conduct any activities in this State using an alternate name including an abbreviation of its name or an acronym unless: (1) It also uses its actual name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or (2) It has first registered the alternate name as provided in this section. b. Any limited partnership may adopt and use any alternate name, including any name which would be unavailable as the name of a domestic or foreign limited partnership because of the prohibitions of paragraph (4) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), but not including any name prohibited as a limited partnership name by paragraphs (1), (2), (3), (5) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), by filing an original and a copy of a certificate of registration of alternate name with the Secretary of State executed on behalf of the limited partnership. The certificate shall set forth: (1) The name, jurisdiction and date of establishment of the limited partnership; (2) The alternate name; (3) A brief statement of the character or nature of the particular activities to be conducted using the alternate name; (4) That the limited partnership intends to use the alternate name in this State; (5) That the limited partnership has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use. c. The registration shall be effective for five years from the date of filing and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the partnership any time within 90 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b. of this section, the date of the certificate of registration then in effect and that the partnership is continuing to use the alternate name. d. This section shall not: (1) Grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name or corporate name; or (2) Interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate or limited partnership name. e. A limited partnership which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year. f. The failure of a limited partnership to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the limited partnership and shall not prevent the limited partnership from defending any action or proceeding in any court of this State, but the limited partnership shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate. g. (1) A limited partnership which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection e. of this section, forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (2) A limited partnership which should have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (3) A penalty imposed under this section shall be recovered with costs in an action brought by the Attorney General. The court may proceed on the action in a summary manner. h. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. Any certificate of registration filed during that 90 day period need not include the information required by paragraph (5) of subsection b. of this section. L.1984, c. 245, s. 2, eff. April 1, 1985.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-10 What business authorized

A limited partnership may carry on any business which a partnership without limited partners may carry on. L.1983, c. 489, s. 10, eff. April 1, 1985.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-12 Nature of partnership interest

A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-14.1 Certificates of limited partnerships formed prior to April 1, 1985

1. a. Each limited partnership formed prior to the effective date of P.L.1983, c.489 (C.42:2A-1 et seq.) under any law of this State shall provide the Secretary of State with a copy of its certificate of limited partnership, as amended, which, except as provided in subsection b. of this section, shall be certified by the county clerk of the county in which the certificate is on file. b. If a limited partnership is unable to comply with subsection a. of this section because no copy of its certificate of limited partnership can be located in the office of the county clerk of the county in which the certificate was filed, the limited partnership may provide the Secretary of State with an uncertified copy of its certificate of limited partnership in lieu thereof, providing the genuineness of the copy can be established to the satisfaction of the Secretary of State based upon an affidavit of a general partner, or if there is no existing general partner, a limited partner, affirming the formation of the limited partnership and filing of the certificate of limited partnership with the appropriate county clerk. If the Secretary of State rejects an uncertified certificate of limited partnership, the limited partnership whose certificate has been rejected may proceed in a summary manner requesting an order from the Superior Court declaring the certificate valid and requiring the Secretary of State to accept it. c. Any limited partnership whose certificate of limited partnership was transmitted to and accepted by the Secretary of State prior to the effective date of this act shall be deemed to have complied with the requirements of subsection a. of this section. d. Any limited partnership which has not complied with the requirements of P.L.1984, c.245 shall be deemed to be in inactive status. A limited partnership in inactive status shall remain a limited partnership, but no name reservations, transfers of reserved names or certificates of amendment may be filed until the limited partnership is transferred to active status as provided by subsection e. of this section. A limited partner of a limited partnership shall not be deemed liable as a general partner of the limited partnership solely by reason that the limited partnership is in inactive status. e. In order to be transferred to active status, a limited partnership which is in inactive status shall provide to the Secretary of State the following: (1) the name of the limited partnership; its address, including the actual location as well as the postal designation, if different, of its registered agent; and the name of its registered agent, which may be provided by letter or other writing; and (2) a copy of its certificate of limited partnership, as amended, either certified by the county clerk or the county in which the certificate is on file or which is acceptable to the Secretary of State in accordance with subsection b. of this section. In addition, in order to be transferred to active status, a limited partnership shall forfeit to the State for each year the limited partnership was in inactive status a penalty of twice the amount of the then current fee for filing annual reports. No limited partnership shall be deemed to be in inactive status for purposes of assessment of the penalty until the day after the 90th day following the effective date of this act. The maximum penalty which may be imposed under this subsection is $1,000. The penalty may be recovered, with costs, in an action brought by the Attorney General. L.1991,c.472,s.1.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-27 Liability to third parties

Liability to third parties. a. Except as provided in subsection d., a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, he is liable only to persons who transact business with the limited partnership with actual knowledge of, and reliance on, his participation in control. b. A limited partner does not participate in the control of the business within the meaning of subsection a. solely by doing one or more of the following: (1) Being a contractor for or an agent or employee of the limited partnership or being a contractor, agent, employee, corporate officer, corporate director, or shareholder of a general partner; (2) Consulting with or advising a general partner with respect to any matter, including the business of the limited partnership; (3) Acting as surety, guarantor, or endorser for the limited partnership or assuming one or more specific obligations of the limited partnership or providing collateral for the partnership; (4) (Deleted by amendment, P.L. 1988, c. 130.) (5) (Deleted by amendment, P.L. 1988, c. 130.) (6) Serving as an officer, director or shareholder of a corporate general partner; or (7) Approving or disapproving matters related to the business of the partnership as shall be stated in the certificate and partnership agreement; (8) Calling, requesting, attending or participating at a meeting of the partners or the limited partners; (9) Winding up a limited partnership pursuant to section 52 of P.L. 1983, c. 489 (C. 42:2A-53); (10) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership; (11) Serving on a committee of the limited partnership or the limited partners; (12) Proposing, approving or disapproving, by voting (by number, financial interest, class, group or as otherwise provided in the partnership agreement) or otherwise, on one or more of the following matters: (a) The dissolution and winding up of the limited partnership; (b) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all the assets of the limited partnership other than in the ordinary course of its business; (c) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; (d) A change in the nature of the business; (e) The admission, removal or retention of a partner; (f) A transaction or other matter involving an actual or potential conflict of interest; (g) An amendment to the partnership agreement or certificate of limited partnership; or (13) Exercising any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection. c. The enumeration in subsection b. does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership. d. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subsection a. (2) of section 6 of P.L. 1983, c. 489 (C. 42:2A-6), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. L. 1983, c. 489, s. 26; amended 1988,c.130,s.14.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:2A-29.1 Notice of limited partners' meetings

Notice of Limited Partners' Meetings. a. Except as provided in the partnership agreement, written notice of the time, place and purpose or purposes of every meeting of limited partners shall be given not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, to each limited partner of record entitled to vote at the meeting. In no case, however, may the partnership agreement provide for less than 10 days' notice. b. When a meeting is adjourned to another time and place, it shall not be necessary, unless the partnership agreement otherwise provides, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the general partner fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each limited partner of record entitled to notice under subsection a. hereof on the new record date. L. 1988, c. 130, s. 42.

N.J. Stat. § 42:2A-29.2 Waiver of notice of lapse of time

Waiver of Notice of Lapse of Time. a. Except as provided in the partnership agreement, notice of a meeting need not be given to any limited partner who signs a waiver of notice, in person or by an attorney-in-fact, whether before or after the meeting. The attendance of any limited partner at a meeting, in person or by an attorney-in-fact, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him. b. Except as provided in the partnership agreement, whenever limited partners are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing in person or by an attorney-in-fact, before or after the taking of the action, by every limited partner entitled to vote thereon as of the date of the taking of such action. L. 1988, c. 130, s. 43.

N.J. Stat. § 42:2A-29.3 Action by limited partners

Action by Limited Partners. Except as otherwise provided in the partnership agreement, any action required or permitted to be taken by limited partners may be taken: a. At a meeting with notice thereof given as provided in section 42 of P.L.1988, c.130 (C. 42:2A-29.1) by that portion of limited partners whose votes are necessary to take such action; or b. Without a meeting, upon the written consent of, that portion of limited partners whose votes are necessary to take such action. When action is taken without a meeting, however, all limited partners shall receive a written report of all actions taken. L. 1988, c. 130, s. 44.

N.J. Stat. § 42:2A-29.4 Fixing record date

Fixing Record Date. a. Except as otherwise provided in the partnership agreement, the general partner may fix, in advance, a date as the record date for determining the partnership's limited partners with regard to any partnership action or event and, in particular, for determining the limited partners entitled to: (1) Be notified of or vote at any meeting of the partners or any adjournment thereof; (2) Consent in writing to any action without a meeting; or (3) Receive payment of any distribution or allotment of any right. The record date may in no case be less than five days nor more than 60 days prior to the meeting of partners or other partnership action or event to which it relates. The record date to determine limited partners entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted. b. If no record date is fixed: (1) The record date for determining limited partners for purposes of a meeting of partners shall be the close of business on the day next preceding the date on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (2) The record date for determining limited partners for any purpose other than specified in paragraph (1) of this subsection shall be at the close of business on the day on which the action relating thereto is adopted. c. When a determination of limited partners of record for a meeting of partners has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the general partner fixes a new record date under this section for the adjourned meeting. d. For the purposes of this section, a limited partner of record shall, in addition to meeting all other requirements of this section, have fulfilled all conditions described in the partnership agreement and by applicable law relative to attaining limited partner status. L. 1988, c. 130, s. 45.

N.J. Stat. § 42:2A-29.5 Limited partnership interests held jointly or as tenants in common

Limited Partnership Interests Held Jointly or as Tenants in Common. Limited partnership interests held by two or more persons as joint tenants or tenants in common may be voted at any meeting of limited partners by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such interest in the limited partnership in person or by an attorney-in-fact. In the latter event, the written agreement, if any, which governs the manner in which such limited partnership interests shall be voted, shall control if presented at the meeting. If no such agreement is presented at the meeting, then, for the purposes of voting, the interest in the limited partnership shall be divided equally among such joint tenants or tenants in common present. L. 1988, c. 130, s. 46.

N.J. Stat. § 42:2A-30 Admission of additional general partners

Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided for in the written partnership agreement but in no event by less than the written consent of all existing general partners and two-thirds in interest of the limited partners. L. 1983, c. 489, s. 29; amended 1984, c.245,s.9; 1988,c.130,s.17.

N.J. Stat. § 42:2A-31 Events of withdrawal of a general partner.

30. Events of withdrawal of a general partner. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: a. The general partner withdraws from the limited partnership as provided in section 39 of P.L.1983, c.489 (C.42:2A-40); b. The general partner ceases to be a member of the limited partnership as provided in section 46 of P.L.1983, c.489 (C.42:2A-47); c. The general partner is removed as a general partner in accordance with the partnership agreement; d. Unless otherwise provided in the certificate of limited partnership, the general partner: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding set forth in (4) above; or (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties; e. Unless otherwise provided in the certificate of limited partnership, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; f. In the case of a general partner who is a natural person, the partner's death, or the entry by a court of competent jurisdiction of a judgment adjudicating the partner incapacitated to manage the partner's person or estate; g. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of new trustee); h. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; i. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or j. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership. L.1983, c.489, s.30; amended 1988, c.130, s.18; 2013, c.103, s.111.

N.J. Stat. § 42:2A-32 General powers and liabilities

General powers and liabilities. a. Except as expressly provided in this chapter, a general partner of a limited partnership is subject to the restrictions of a partner in a partnership without limited partners and except as provided in this chapter or in the partnership agreement has the rights and powers of a partner in a partnership without limited partners. b. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. L. 1983, c. 489, s. 31, eff. April 1, 1985.

N.J. Stat. § 42:2A-33 Contributions by general partner; profits and losses; distributions

Contributions by general partner; profits and losses; distributions. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also make make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. L. 1983, c. 489, s. 32, eff. April 1, 1985.

N.J. Stat. § 42:2A-33.1 One person as both general and limited partner

One Person as Both General and Limited Partner. a. A person may be general partner and a limited partner in the same partnership at the same time. b. A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to his contribution as a limited partner, he shall have the rights against the other partners which he would have had if he were not also a general partner. L. 1988, c. 130, s. 47.

N.J. Stat. § 42:2A-34 Voting

Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. L. 1983, c. 489, s. 33, eff. April 1, 1985.

N.J. Stat. § 42:2A-35 Form of contribution by partners

Form of contribution by partners. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. L. 1983, c. 489, s. 34, eff. April 1, 1985.

N.J. Stat. § 42:2A-36 Liability of partner for contribution

Liability of partner for contribution. a. Except as provided in the certificate of limited partnership, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services and this obligation shall not be affected by his ability to perform because of his death or his disability or any other reason. If a partner does not make the promised contribution of property or services, he or, if he is deceased, his estate is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the limited partnership agreement, of the stated contribution that has not been made. b. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the certificate of limited partnership or an amendment thereto which, in either case, reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation. L. 1983, c. 489, s. 35; amended 1988,c.130,s.19.

N.J. Stat. § 42:2A-37 Sharing of profits and losses

Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value (as stated in the limited partnership agreement) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. L. 1983, c. 489, s. 36; amended 1988,c.130,s.20.

N.J. Stat. § 42:2A-38 Sharing of distributions

Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value (as stated in the limited partnership agreement) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. L. 1983, c. 489, s. 37; amended 1988,c.130,s.21.

N.J. Stat. § 42:2A-39 Interim distributions

Interim distributions. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof: a. To the extent and at the times or upon the happening of the events specified in the partnership agreement; and b. If any distribution constitutes a return of any part of his contribution, to the extent and at the times or upon the happening of the events specified in the certificate of limited partnership. L. 1983, c. 489, s. 38, eff. April 1, 1985.

N.J. Stat. § 42:2A-40 Withdrawal of general partner

Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. L. 1983, c. 489, s. 39, eff. April 1, 1985.

N.J. Stat. § 42:2A-41 Withdrawal of limited partner

Withdrawal of limited partner. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership and in accordance with the partnership agreement. If the certificate does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at the address set forth in the certificate of limited partnership. L. 1983, c. 489, s. 40; amended 1988,c.130,s.22.

N.J. Stat. § 42:2A-42 Distribution upon withdrawal

Distribution upon withdrawal. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal, based upon his right to share in distributions from the limited partnership. L. 1983, c. 489, s. 41, eff. April 1, 1985.

N.J. Stat. § 42:2A-43 Distribution in cash or kind

Distribution in cash or kind. Except as provided in the certificate of limited partnership, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distribution from the limited partnership. L. 1983, c. 489, s. 42, eff. April 1, 1985.

N.J. Stat. § 42:2A-44 Right to distribution

Right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. L. 1983, c. 489, s. 43, eff. April 1, 1985.

N.J. Stat. § 42:2A-45 Limitations on distribution

Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. L. 1983, c. 489, s. 44, eff. April 1, 1985.

N.J. Stat. § 42:2A-46 Liability upon return of contribution

Liability upon return of contribution. a. If a limited partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. b. If a limited partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned. c. If a general partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable, until the termination of the applicable statute of limitations, to the limited partnership for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. d. If a general partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable, until the termination of the applicable statute of limitations, to the limited partnership for the amount of the contribution wrongfully returned. e. A partner receives a return of his contribution to the extent that a distribution causes the partner's share of the fair value of the net assets of the partnership to be less than the value, determined at the time of, but without giving effect to the distribution, of the balance of the partner's aggregate contributions to the partnership which, as of that date, had not been returned to him, which determination shall be made on the basis of the partnership records required to be maintained pursuant to section 9 of P.L. 1983, c. 489 (C. 42:2A-9). L. 1983, c. 489, s. 45; amended 1988,c.130,s.23.

N.J. Stat. § 42:2A-47 Assignment of partnership interest; rights of assignee

Assignment of partnership interest; rights of assignee. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest. Notwithstanding the foregoing, a general partner who assigns all of his general partnership interest shall cease to be a general partner only upon the filing of a certificate reflecting that fact in accordance with this chapter. L. 1983, c. 489, s. 46; amended 1988,c.130,s.24.

N.J. Stat. § 42:2A-48 Rights of judgment creditor of a partner

Rights of judgment creditor of a partner. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. L. 1983, c. 489, s. 47, eff. April 1, 1985.

N.J. Stat. § 42:2A-49 Right of assignee to become limited partner; rights, restrictions and liabilities

Right of assignee to become limited partner; rights, restrictions and liabilities. a. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited partners consent. b. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or agreement of limited partnership. c. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 21 and 35 of P.L. 1983, c. 489 (C. 42:2A-22 and 42:2A-36). L. 1983, c. 489, s. 48; amended 1988,c.130,s.25.

N.J. Stat. § 42:2A-50 Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity.

42:2A-50. Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to lack the mental capacity to manage the partner's person or property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. L.1983, c.489, s.49; amended 2013, c.103, s.112.

N.J. Stat. § 42:2A-51 Dissolution

Dissolution. A limited partnership is dissolved and its affairs shall be wound up upon the happening of any of the following: a. At the time fixed in or upon the happening of events specified in the certificate of limited partnership; b. The written consent of all partners; c. An event of withdrawal of a general partner unless at the time there is at least one other general partner and the certificate of limited partnership permits the business of the limited partnership to be carried on by the remaining general partner or partners and that partner or partners do so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within 90 days or shorter period as may be provided in the partnership agreement after the withdrawal, all of the remaining general partners and all or such lesser number as may be provided in the partnership agreement, but not less than two-thirds in interest, of the remaining limited partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; d. The entry of an order or judgment of dissolution under section 51 of P.L. 1983, c. 489 (C. 42:2A-52). L. 1983, c. 489, s. 50; amended 1988,c.130,s.26

N.J. Stat. § 42:2A-52 Judicial dissolution

Judicial dissolution. On application by or for a partner the Superior Court may order dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. L. 1983, c. 489, s. 51, eff. April 1, 1985.

N.J. Stat. § 42:2A-53 Right to wind up partnership affairs

Right to wind up partnership affairs. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Superior Court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee. L. 1983, c. 489, s. 52, eff. April 1, 1985.

N.J. Stat. § 42:2A-54 Distribution of assets

Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows: a. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 38 or 41; b. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 38 or 41; c. Except as provided in the partnership agreement, to limited partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the limited partners share in distributions; and d. Except as provided in the partnership agreement, to general partners first for return of their contributions and secondly respecting their partnership interests, in proportions in which the general partners share in distributions. L. 1983, c. 489, s. 53, eff. April 1, 1985.

N.J. Stat. § 42:2A-55 Law governing

Law governing. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied a certificate of authority to transact business in this State by reason of any difference between those laws and the laws of this State. L. 1983, c. 489, s. 54, eff. April 1, 1985.

N.J. Stat. § 42:2A-57 Application for certificate of authority to transact business

Application for certificate of authority to transact business. Before transacting business in this State, a foreign limited partnership shall file in the office of the Secretary of State an application executed by a general partner setting forth: a. The name of the foreign limited partnership and, if different, the name under which it proposes to transact business in this State; b. The name and business address of each general partner; c. The amount of cash and a description and statement of the agreed value of the other property or services contributed by all partners and which all partners have agreed to contribute in the future; d. The state and date of its formation; e. The general character of the business it proposes to transact in this State; f. The name and address, including the actual location as well as the postal designation, if different, of the agent for service of process on the foreign limited partnership whom the foreign limited partnership designates who must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; g. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the agent cannot be found or served with the exercise of reasonable diligence; and h. The address of the office required to be maintained in the state of its organization by the laws of that state or if not so required, of the principal office of the foreign limited partnership. i. If the Secretary of State finds that the application conforms to law and the requisite fees have been paid, he shall issue to the foreign limited partnership a certificate of authority to transact business in this State. L. 1983, c. 489, s. 56; amended 1984, c.245,s.10; 1988,c.130,s.27.

N.J. Stat. § 42:2A-58 Changes in and amendments to application for certificate

Changes in and amendments to application for certificate. If any statement in the application of a foreign limited partnership for a certificate of authority to transact business in this State was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, executed by a general partner, correcting the statement. L. 1983, c. 489, s. 57; amended by 1988, c. 130, s. 28.

N.J. Stat. § 42:2A-59 Cancellation of certificate of authority to do business in the State

Cancellation of certificate of authority to do business in the State. A foreign limited partnership may cancel its certificate of authority to transact business in this State by filing with the Secretary of State a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims arising out of the transactions of business in this State. The Secretary of State shall cancel the certificate of authority of a foreign limited partnership when the certificate in the state of organization of the foreign limited partnership is cancelled and the Secretary of State receives notice thereof. L. 1983, c. 489, s. 58; amended 1988,c.130,s.29.

N.J. Stat. § 42:2A-60 Transacting business without certificate of authority

Transacting business without certificate of authority. a. A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State. b. The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action in any court of this State. c. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this State without having obtained a certificate of authority to transact business; provided that, on ascertaining that no certificate of authority to transact business in this State exists, he promptly: (1) Causes an appropriate certificate of authority to transact business in this State to be executed and filed; or (2) Withdraws from future equity participation in the enterprise pursuant to the laws of the state in which the limited partnership was formed. d. A foreign limited partnership, by transacting business in this State without having obtained a certificate of authority to transact business, appoints the Secretary of State as its agent for service of process with respect to claims arising out of the transaction of business in this State. e. A foreign limited partnership which transacts business in this State without a certificate of authority to transact business shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, or part thereof, not more than five years prior thereto, in which it shall have transacted business in this State without the certificate. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. L. 1983, c. 489, s. 59; amended 1988,c.130,s.30.

N.J. Stat. § 42:2A-61 Injunction against foreign limited partnership.

Injunction against foreign limited partnership. a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign limited partnership from transacting business in this State: (1) Without having first obtained a certificate of authority to transact business pursuant to this article; (2) Of a character not set forth in its application for a certificate of authority to transact business or for an amended certificate; (3) After its certificate of authority to transact business in this State has been surrendered; or (4) After it is dissolved or its authority or existence is otherwise terminated or canceled in the jurisdiction of its organization. b. The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign limited partnership to restrain it from the exercise of any franchise or the transaction of any business within this State. c. The Superior Court may proceed in the action in a summary manner or otherwise. L. 1983, c. 489, s. 60, eff. April 1, 1985.

N.J. Stat. § 42:2A-62 Right of action

Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor against one or more general partners, former general partners, limited partners, or third parties, if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. L. 1983, c. 489, s. 61; amended 1988,c.130,s.31.

N.J. Stat. § 42:2A-63 Proper plaintiff

Proper plaintiff. In order to bring a derivative action, the limited partner shall be a limited partner at the time of bringing the action and either a. Have been a limited partner at the time of the transaction of which he complains; or b. Have had the status as a limited partner devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. L. 1983, c. 489, s. 62; amended 1988,c.130,s.32.

N.J. Stat. § 42:2A-64 Pleading

Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making demand upon a general partner. L. 1983, c. 489, s. 63; amended 1988,c.130,s.33.

N.J. Stat. § 42:2A-65 Security for expenses

Security for expenses. Unless the plaintiff's or plaintiffs' contributions to the partnership or the plaintiff's or plaintiffs' allocable share of partnership property amount to 5% or more of the contributions of or allocations to partnership property of all limited partners, in their status as limited partners, or unless the contributions of or the share allocable to the plaintiff or plaintiffs have a fair value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled at any stage of the proceedings before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including attorney's fees, which may be incurred by the limited partnership in connection with the action. The amount of this security shall be determined by the court. L. 1983, c. 489, s. 63.1; amended 1988,c.130,s.34.

N.J. Stat. § 42:2A-66 Expenses

Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the limited partnership as a result of a judgment, compromise or settlement of an action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. L. 1983, c. 489, s. 64; amended 1988,c.130,s.35.

N.J. Stat. § 42:2A-67 Indemnification of general partner

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

N.J. Stat. § 42:2A-68 Filing fees of the State Treasurer.

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

N.J. Stat. § 42:2A-69 Annual report to the State Treasurer by domestic limited partnerships.

66. Annual report to the State Treasurer by domestic limited partnerships. a. Every domestic limited partnership authorized in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the limited partnership or executed by the registered agent setting forth: 1. The name of the limited partnership; 2. The address, including the actual location as well as the postal designation, if different, of the registered agent in this State; and 3. The name of the registered agent. b. The State Treasurer shall designate a date of filing annual reports for each limited partnership required to submit a report pursuant to this section. c. If the report is not filed for two consecutive years, the certificate of limited partnership shall, after written demand for the reports by the State Treasurer by mail addressed to the limited partnership at the last address appearing of record in the office of the State Treasurer, remain filed but be transferred to an inactive list. A limited partnership shall not have its certificate of limited partnership transferred to the inactive list if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. d. (1) Any domestic limited partnership on the inactive list may return to active status by: (a) Paying to the State Treasurer the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75; (b) Submitting a certificate of amendment adopting a name which complies with paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive limited partnership does not comply with paragraph (4) of subsection a. of section 6; and (c) A tax clearance certificate if the reinstatement is filed two or more years after a limited partnership has been placed on the inactive list. (2) The State Treasurer shall provide the forms necessary to effect annual report reinstatements. e. A limited partnership whose certificate has been transferred to the inactive list shall remain a limited partnership formed under this chapter or under R.S.42:2-1 et seq., but no name reservations, transfers of reserved names, or certificates of amendment may be filed until the limited partnership whose certificate has been placed on the inactive list regains active status. A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the transfer of the certificate of limited partnership to the inactive list. f. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an index thereof. The reports shall be open to public inspection at proper hours. L.1983, c.489, s.66; amended 1988, c.130, s.37.1; 1997, c.139, s.6; 2002, c.34, s.36; 2019, c.149, s.8.

N.J. Stat. § 42:2A-70 Annual report to State Treasurer by foreign limited partnership.

67. Annual report to State Treasurer by foreign limited partnership. a. Every foreign limited partnership authorized to transact business in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the foreign limited partnership setting forth: 1. The name of the foreign limited partnership; 2. The address, including the actual location as well as postal designation, if different, of the registered agent in this State; and 3. The name of the registered agent. b. The State Treasurer shall designate a date for filing annual reports for each foreign limited partnership required to submit a report pursuant to this section. c. If the report is not filed for two consecutive years, the certificate of a foreign limited partnership to transact business in this State shall, after written demand for the reports by the State Treasurer by certified mail addressed to the foreign limited partnership at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. A foreign limited partnership shall not be subject to the revocation of its certificate to transact business in this State if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. d. Any foreign limited partnership may, within two years of the revocation of its certificate to transact business in this State, cause a reinstatement of the certificate upon: (1) payment to the State Treasurer of the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75; and (2) compliance with the requirements of subsection c. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive foreign limited partnership does not comply with the provisions of paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6). e. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the revocation, pursuant to this section, of the certificate of authority to transact business in this State. f. The State Treasurer shall furnish annual report forms, including the forms necessary to effect annual report reinstatements, shall keep all the reports and shall prepare an index thereof. The reports shall be open to public inspection at proper hours. L.1983, c.483, s.67; amended 1997, c.139, s.7; 2002, c.34, s.37; 2019, c.149, s.9.

N.J. Stat. § 42:2A-71 Rules and regulations

Rules and regulations. The Secretary of State shall have full authority to promulgate and adopt rules and regulations to implement the filing and reporting obligations created under the provisions of this act. L. 1983, c. 489, s. 68, eff. April 1, 1985.

N.J. Stat. § 42:2A-72 Exemption from filing business name certificates

Exemption from filing business name certificates. Any limited partnership formed under this chapter or R.S. 42:2-1 et seq., or any foreign limited partnership authorized to transact business in this State, shall be exempt from the filing requirements of R.S. 56:1-1 et seq. L. 1983, c. 489, s. 69, eff. April 1, 1985.

N.J. Stat. § 42:2A-73 "Other business entity" defined; domestic limited partnership, merger, consolidation

1. a. As used in this section, "other business entity" means a business corporation, partnership or a limited liability company. b. (1) Pursuant to an agreement of merger or consolidation, a domestic limited partnership may merge or consolidate with or into one or more domestic limited partnerships or other business entities formed or organized under the laws of this State or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved as follows: by each domestic limited partnership which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting domestic limited partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a domestic limited partnership or other business entity which is not the surviving or resulting limited partnership or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (2) A domestic limited partnership may not merge or consolidate with any other business entity if authority for such merger or consolidation is not granted by the laws of the jurisdiction under which the other business entity is organized. (3) With respect to the merger or consolidation of domestic limited partnerships, each domestic limited partnership company shall comply with the provisions of this section and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. c. If a domestic limited partnership merges or consolidates under this section, the domestic limited partnership or other business entity surviving or resulting in, or from the merger or consolidation, shall file a certificate of merger or consolidation in the office of the Secretary of State. The Secretary of State shall, upon filing, forward a copy of the certificate of merger or consolidation to the Director of the Division of Taxation. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge or consolidate; (3) The name of the surviving or resulting domestic limited partnership or other business entity; (4) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (5) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address thereof; (6) That a copy of the agreement of merger or consolidation shall be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any member of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a domestic limited partnership, or other business entity organized under the laws of this State, a statement that such surviving or resulting other business entity agrees that it may be served with process in this State in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. d. Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation. e. A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation. f. An agreement of merger or consolidation approved in accordance with subsection b. of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a limited partnership if it is the surviving or resulting limited partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to this subsection shall be effective at the time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership. g. When any merger or consolidation becomes effective under this section, for all purposes of the laws of this State, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of those domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this State, in any of those domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of those domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of those domestic limited partnerships and other business entities that have merged or consolidated shall attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require the domestic limited partnership to wind up its affairs pursuant to section 50 of P.L.1983, c.489 (C.42:2A-51) or pay its liabilities and distribute its assets pursuant to section 53 of P.L.1983, c.489 (C.42:2A-54). L.1995,c.224.

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