§ 42:2A-1 Short title
§ 42:2A-2 Rules of construction
§ 42:2A-3 When Uniform Partnership Law applicable
§ 42:2A-4 Existing limited partnerships brought under this chapter
§ 42:2A-5 Definitions relative to limited partnerships
§ 42:2A-6 Name of limited partnership
§ 42:2A-6.1 Use of name other than actual limited partnership name
§ 42:2A-7 Reservation of name
§ 42:2A-8 Registered office and registered agent
§ 42:2A-8.1 Change of registered office or agent
§ 42:2A-8.2 Resignation of registered agent
§ 42:2A-9 Records to be kept and maintained at the principal office
§ 42:2A-10 What business authorized
§ 42:2A-11 Business transactions of partner with partnership
§ 42:2A-12 Nature of partnership interest
§ 42:2A-13 County clerk to transmit documents to Secretary of State
§ 42:2A-14 Certificate of limited partnership
§ 42:2A-14.1 Certificates of limited partnerships formed prior to April 1, 1985
§ 42:2A-15 Time when partnership formed
§ 42:2A-16 Amendment to certificate
§ 42:2A-16.1 Certificate of correction
§ 42:2A-17 When amendment to certificate required
§ 42:2A-18 Cancellation of certificate
§ 42:2A-19 Execution of certificate
§ 42:2A-20 Amendment or cancellation by judicial act
§ 42:2A-21 Filing in office of Secretary of State; effect of filing
§ 42:2A-22 Liability for false statement in certificate
§ 42:2A-23 Notice
§ 42:2A-24 Delivery of certificates to limited partners
§ 42:2A-25 Admission of additional limited partners
§ 42:2A-26 Voting
§ 42:2A-27 Liability to third parties
§ 42:2A-28 Person erroneously believing himself a limited partner
§ 42:2A-29 Right to information
§ 42:2A-29.1 Notice of limited partners’ meetings
§ 42:2A-29.2 Waiver of notice of lapse of time
§ 42:2A-29.3 Action by limited partners
§ 42:2A-29.4 Fixing record date
§ 42:2A-29.5 Limited partnership interests held jointly or as tenants in common
§ 42:2A-30 Admission of additional general partners
§ 42:2A-31 Events of withdrawal of a general partner
§ 42:2A-32 General powers and liabilities
§ 42:2A-33 Contributions by general partner; profits and losses; distributions
§ 42:2A-33.1 One person as both general and limited partner
§ 42:2A-34 Voting
§ 42:2A-35 Form of contribution by partners
§ 42:2A-36 Liability of partner for contribution
§ 42:2A-37 Sharing of profits and losses
§ 42:2A-38 Sharing of distributions
§ 42:2A-39 Interim distributions
§ 42:2A-40 Withdrawal of general partner
§ 42:2A-41 Withdrawal of limited partner
§ 42:2A-42 Distribution upon withdrawal
§ 42:2A-43 Distribution in cash or kind
§ 42:2A-44 Right to distribution
§ 42:2A-45 Limitations on distribution
§ 42:2A-46 Liability upon return of contribution
§ 42:2A-47 Assignment of partnership interest; rights of assignee
§ 42:2A-48 Rights of judgment creditor of a partner
§ 42:2A-49 Right of assignee to become limited partner; rights, restrictions and liabilities
§ 42:2A-50 Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity
§ 42:2A-51 Dissolution
§ 42:2A-52 Judicial dissolution
§ 42:2A-53 Right to wind up partnership affairs
§ 42:2A-54 Distribution of assets
§ 42:2A-55 Law governing
§ 42:2A-57 Application for certificate of authority to transact business
§ 42:2A-58 Changes in and amendments to application for certificate
§ 42:2A-59 Cancellation of certificate of authority to do business in the State
§ 42:2A-60 Transacting business without certificate of authority
§ 42:2A-61 Injunction against foreign limited partnership
§ 42:2A-62 Right of action
§ 42:2A-63 Proper plaintiff
§ 42:2A-64 Pleading
§ 42:2A-65 Security for expenses
§ 42:2A-66 Expenses
§ 42:2A-67 Indemnification of general partner
§ 42:2A-68 Filing fees of the State Treasurer
§ 42:2A-69 Annual report to the State Treasurer by domestic limited partnerships
§ 42:2A-70 Annual report to State Treasurer by foreign limited partnership
§ 42:2A-71 Rules and regulations
§ 42:2A-72 Exemption from filing business name certificates
§ 42:2A-73 “Other business entity” defined; domestic limited partnership, merger, consolidation

Terms Used In New Jersey Statutes > Title 42 > Chapter 2A - Uniform Limited Partnership Law (1976)

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • certified mail: include private express carrier service, provided that the private express carrier service provides confirmation of mailing. See New Jersey Statutes 1:1-2
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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. See New Jersey Statutes 42:2A-5
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • 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. 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
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See New Jersey Statutes 42:2A-5
  • month: means a calendar month, and the word "year" means a calendar year. See New Jersey Statutes 1:1-2
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • 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. See New Jersey Statutes 42:2A-5
  • Person: means a natural person, partnership, limited partnership (domestic or foreign), limited liability company or other limited liability entity, trust, estate, association, or corporation. See New Jersey Statutes 42:2A-5
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • 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. See New Jersey Statutes 42:2A-5
  • registered mail: include "certified mail". See New Jersey Statutes 1:1-2
  • 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. See New Jersey Statutes 42:2A-5
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See New Jersey Statutes 42:2A-5
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • territory: extends to and includes any territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
  • Treasurer: means the State Treasurer of the Department of the Treasury. See New Jersey Statutes 42:2A-5
  • Trustee: A person or institution holding and administering property in trust.