New Jersey Statutes 42:2A-51. Dissolution
Terms Used In New Jersey Statutes 42:2A-51
- 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. See New Jersey Statutes 42:2A-5
- 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. See New Jersey Statutes 42:2A-5
- 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). See New Jersey Statutes 42:2A-5
- Partner: means a limited or general partner. See New Jersey Statutes 42:2A-5
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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. See New Jersey Statutes 42:2A-5
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