NEW JERSEY GENERAL AND PERMANENT STATUTES (UPDATED THROUGH P.L.2025, c.346, and J.R.22) Source: https://pub.njleg.gov/statutes/STATUTES-TEXT.zip (New Jersey Legislature), retrieved 2026-07-07 TITLE 42 PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS 42:1A-1. Short title 1. Sections 1 through 56 and 59 of this act shall be known and may be cited as the "Uniform Partnership Act (1996)." L.2000,c.161,s.1. 42:1A-2. Definitions relative to partnerships 2. As used in this act: "Business" includes every trade, occupation, and profession. "Debtor in bankruptcy" means a person who is the subject of: (1) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (2) a comparable order under federal, state, or foreign law governing insolvency. "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. "Foreign limited liability partnership" means a partnership that: (1) is formed under laws other than the laws of this State; and (2) has the status of a limited liability partnership under those laws. "Limited liability partnership" means a partnership that has filed a statement of qualification under section 47 of this act and does not have a similar statement in effect in any other jurisdiction. "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 10 of this act, predecessor law, or comparable law of another jurisdiction. "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnerships, limited liability company, or other limited liability entity, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein. "State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. "Statement" means a statement of partnership authority under section 15, a statement of denial under section 16, a statement of dissociation under section 37, a statement of dissolution under section 43, a statement of qualification under section 47 of this act, or a statement of foreign qualification under section 51 of this act, or an amendment or cancellation of any of the foregoing. "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. L.2000,c.161,s.2. 42:1A-3. Explanation of knowledge, notice; giving, receiving notice 3. a. A person knows a fact if the person has actual knowledge of it. b. A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. c. A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. d. A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. e. Except as otherwise provided in subsection f. of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if that person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. f. A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of, a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. L.2000,c.161,s.3. 42:1A-4. Agreement governing partners, partnership; prohibited terms 4. a. Except as otherwise provided in subsection b. of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership. b. The partnership agreement shall not: (1) unreasonably restrict the right of access to books and records under subsection b. of section 23 of this act; (2) reduce the duty of loyalty under subsection b. of section 24 or subsection b. of section 33 of this act so as to permit a partner to engage in conduct which is intentionally injurious to the partnership; (3) unreasonably reduce the duty of care under subsection c. of section 24 or paragraph (3) of subsection b. of section 33 of this act; (4) vary the right of a court to expel a partner in the events specified in subsection e. of section 31 of this act; (5) vary the requirement to wind up the partnership business in cases specified in subsection d., e. or f. of section 39 of this act; (6) vary the law applicable to a limited liability partnership under subsection b. of section 7 of this act; or (7) restrict rights of third parties under this act. L.2000,c.161,s.4. 42:1A-5. Principles of law and equity applicable; rate of interest determined 5. a. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. b. If an obligation to pay interest arises under this act and the rate is not specified, the rate of interest shall be at the rates provided by the Rules Governing the Courts of the State of New Jersey for the applicable period of time. L.2000,c.161,s.5. 42:1A-6. Statements filed in the Division of Commercial Recording; effects, fees 6. a. A statement may be filed in the office of the Division of Commercial Recording in the Department of the Treasury. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Division of Commercial Recording in the Department of the Treasury. This statement may indicate the authority of one or more particular partners with respect to any matter or class of matters. In addition, either filing has the effect provided in this act with respect to partnership property located in or transactions that occur in this State. b. A certified copy of a statement that has been filed in the office of the Division of Commercial Recording in the Department of the Treasury and recorded in the office of the county recording officer has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement filed in the office of the Division of Commercial Recording in the Department of the Treasury does not have the effect provided for recorded statements in this act. c. A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. d. A person authorized by this act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. e. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. f. The Division of Commercial Recording in the Department of the Treasury may collect a fee for filing or providing a certified copy of a statement. The county recording officer may collect a fee for recording a statement. L.2000,c.161,s.6. 42:1A-7. Law governing relations among partners, between partners and partnership 7. a. Except as otherwise provided in subsection b. of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. b. The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. L.2000,c.161,s.7. 42:1A-8. Partnership governed by this act and its amendments 8. A partnership governed by the provisions of this act is subject to any amendment to or repeal of this act. L.2000,c.161,s.8. 42:1A-9. Entity as partnership; limited partnership 9. a. A partnership is an entity distinct from its partners. b. A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 47 of this act. L.2000,c.161,s.9. 42:1A-10. Formation of partnership; rules for determining formation 10. a. Except as otherwise provided in subsection b. of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. b. An association formed under a statute other than this act, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this act. c. In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (a) of a debt by installments or otherwise; (b) for services as an independent contractor or of wages or other compensation to an employee; (c) of rent; (d) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (e) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (f) for the sale of the goodwill of a business or other property by installments or otherwise. L.2000,c.161,s.10. 42:1A-11. Property of the partnership 11. Property acquired by a partnership is property of the partnership and not of the partners individually. L.2000,c.161,s.11. 42:1A-12. Acquisition of partnership property; presumptions 12. a. Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. b. Property is acquired in the name of the partnership by a transfer to: (1) the partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. c. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. d. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. L.2000,c.161,s.12. 42:1A-13. Partner considered agent of partnership; limitation 13. Subject to the effect of a statement of partnership authority under section 15 of this act: a. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. b. An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. L.2000,c.161,s.13. 42:1A-14. Transfer of partnership property 14. a. Partnership property may be transferred as follows: (1) subject to the effect of a statement of partnership authority under section 15 of this act, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. b. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 13 of this act and: (1) as to a subsequent transferee who gave value for property transferred under paragraphs (1) and (2) of subsection a. of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under paragraph (3) of subsection a. of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. c. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection b. of this section, from any earlier transferee of the property. d. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. L.2000,c.161,s.14. 42:1A-15. Statement of partnership authority; filing 15. a. A partnership may file a statement of partnership authority, which: (1) shall include: (a) the name of the partnership; (b) the street address of its chief executive office and of one office in this State, if there is one; (c) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection b. of this section; and (d) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. b. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown. c. If a filed statement of partnership authority is executed pursuant to subsection c. of section 6 of this act, and states the name of the partnership, but does not contain all of the other information required by subsection a. of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections d. and e. of this section. d. A filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (2) a grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the county recording officer is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the county recording officer. The recording in the office of the county recording officer of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. e. A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office of the county recording officer. f. Except as otherwise provided in subsections d. and e. of this section and sections 37 and 43 of this act, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. L.2000,c.161,s.15. 42:1A-16. Statement of denial; limitation on authority 16. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection b. of section 15 of this act may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections d. and e. of section 15 of this act. L.2000,c.161,s.16. 42:1A-17. Partnership liable for loss, injury 17. a. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the authority of the partnership. b. If, in the course of the partnership's business or while acting with the authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. L.2000,c.161,s.17. 42:1A-18 Partnership obligations; liability of partners. 18. a. Except as otherwise provided in subsections b. and c. of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. In addition, the entity is also liable for all obligations of the partnership as provided by P.L.2019, c.320 (C.54A:12-1 et al.). b. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. c. An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection b. of section 47 of the "Uniform Partnership Act (1996)," P.L.2000, c.161 (C.42:1A-47). d. In addition, the entity is also liable for all obligations of the partnership as provided by P.L.2022, c.133 (C.54:50-47 et al.). L.2000, c.161, s.18; amended 2019, c.320, s.10; 2022, c.133, s.14. 42:1A-19. Suits, actions by or against partnership; satisfaction of judgments 19. a. A partnership may sue and be sued in the name of the partnership. b. An action may be brought against the partnership and, to the extent not inconsistent with section 18 of this act, any or all of the partners in the same action or in separate actions. c. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner's assets unless there is also a judgment against the partner. d. A judgment creditor of a partner shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 18 of this act and: (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the partnership is a debtor in bankruptcy; (3) the partner has agreed that the creditor need not exhaust partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the partner by law or contract independent of the existence of the partnership. e. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 20 of this act. L.2000,c.161,s.19. 42:1A-20. Partnership by representation; liability 20. a. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. b. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. c. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. d. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. e. Except as otherwise provided in subsections a. and b. of this section, persons who are not partners as to each other are not liable as partners to other persons. L.2000,c.161,s.20. 42:1A-21. Rights and duties of partners 21. a. Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. b. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. c. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. d. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. e. A payment or advance made by a partner which gives rise to a partnership obligation under subsection c. or d. of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance. f. Each partner has equal rights in the management and conduct of the partnership business. g. A partner shall use or possess partnership property only on behalf of the partnership. h. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. i. A person shall become a partner only with the consent of all of the partners. j. A difference arising as to a matter in the ordinary course of business of a partnership shall be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement shall be undertaken only with the consent of all of the partners. k. This section shall not affect the obligations of a partnership to other persons under section 13 of this act. L.2000,c.161,s.21. 42:1A-22. Distributions in kind 22. A partner has no right to receive, and shall not be required to accept, a distribution in kind. L.2000,c.161,s.22. 42:1A-23. Books, records; rendering of information 23. a. A partnership shall keep its books and records, if any, at its chief executive office. b. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. c. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this act; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. L.2000,c.161,s.23. 42:1A-24. Fiduciary duties 24. a. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections b. and c. of this section, as those duties may be clarified or limited in the partnership agreement, subject to subsection b. of section 4 of this act. b. A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) to refrain from knowingly dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest materially adverse to the partnership; and (3) to refrain from actions intended to cause material injury to the partnership in the conduct of the partnership business before the dissolution of the partnership. c. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. d. A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. e. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. f. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. L.2000,c.161,s.24. 42:1A-25. Legal actions 25. a. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. b. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this act, including: (a) the partner's rights under section 21, 23 or 24 of this act; (b) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 34 of this act or enforce any other right under Article 6 or 7 of this act; or (c) the partner's right to compel a dissolution and winding up of the partnership business under section 39 of this act or enforce any other right under Article 8 of this act; or (3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. c. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. L.2000,c.161,s.25. 42:1A-26. Continuation of partnership beyond term or undertaking 26. a. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. b. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. L.2000,c.161,s.26. 42:1A-27. Partner not co-owner 27. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. L.2000,c.161,s.27. 42:1A-28. Transferable interest of partner 28. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. L.2000,c.161,s.28. 42:1A-29. Transfer of partner's interest 29. a. A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. b. A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek, under subsection f. of section 39 of this act, a judicial determination that it is equitable to wind up the partnership business. c. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. d. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. e. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. f. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. L.2000,c.161,s.29. 42:1A-30. Orders charging transferable interests; effects 30. a. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court order charging the transferable interest of a partner or of a partner's transferee shall be the sole remedy of a judgment creditor, who shall have no right under this act or any other State law to interfere with the management or to force dissolution of the partnership or to seek an order of the court requiring a foreclosure sale of the transferable interest. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. b. A charging order constitutes a right to receive distributions made with respect to the judgment debtor's transferable interest in the partnership. c. At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. d. This act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. e. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. L.2000,c.161,s.30. 42:1A-31. Dissociation from partnership; events causing 31. A partner is dissociated from a partnership upon the occurrence of any of the following events: a. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; b. An event agreed to in the partnership agreement as causing the partner's dissociation; c. The partner's expulsion pursuant to the partnership agreement; d. The partner's expulsion by the unanimous vote of the other partners if: (1) it is unlawful to carry on the partnership business with that partner; (2) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (3) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (4) a partnership that is a partner has been dissolved and its business is being wound up; e. On application by the partnership or another partner, the partner's expulsion by judicial determination because: (1) the partner engaged in wrongful conduct that adversely and materially affected the partnership business; (2) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 24 of this act; or (3) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; f. The partner's: (1) becoming a debtor in bankruptcy; (2) executing an assignment for the benefit of creditors; (3) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (4) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; g. In the case of a partner who is an individual: (1) the partner's death; (2) the appointment of a guardian or general conservator for the partner; or (3) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; h. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; i. In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or j. Termination of a partner who is not an individual, partnership, corporation, trust, or estate. L.2000,c.161,s.31. 42:1A-32. Dissociation of partners; wrongful conditions 32. a. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection a. of section 31 of this act. b. A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (a) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under this subsection; (b) the partner is expelled by judicial determination under subsection e. of section 31 of this act; (c) the partner is dissociated by becoming a debtor in bankruptcy; or (d) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. c. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. L.2000,c.161,s.32. 42:1A-33. Dissociation; effects on partnership, partner 33. a. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this act applies; otherwise, Article 7 of this act applies. b. Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 41 of this act; (2) the partner's duty of loyalty under paragraph (3) of subsection b. of section 24 of this act terminates; and (3) the partner's duty of loyalty under paragraphs (1) and (2) of subsection b. and duty of care under subsection c. of section 24 of this act continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 41 of this act. L.2000,c.161,s.33. 42:1A-34. Dissociation not resulting in dissolution; buyout; damages 34. a. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 39 of this act, except as otherwise provided in the partnership agreement, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price as determined pursuant to subsection b. of this section. b. As used in subsection a. of this section, "buyout price" means the fair value as of the date of withdrawal based upon the right to share in distributions from the partnership unless the partnership agreement provides for another fair value formula. c. Damages for wrongful dissociation under subsection b. of section 32 of this act, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. d. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 35 of this act. e. If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection c. of this section. f. If a deferred payment is authorized under subsection h. of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection c. of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. g. The payment or tender required by subsection e. or f. of this section shall be accompanied by the following: (1) a statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection c. of this section, or other terms of the obligation to purchase. h. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest. i. A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (b) of paragraph (2) of subsection b. of section 25 of this act, to determine the buyout price of that partner's interest, any offsets under subsection c. of this section, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection c. of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection h. of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding shall be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection g. of this section. L.2000,c.161,s.34. 42:1A-35. Partnership bound by act of dissociated partner; conditions; liability 35. a. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9 of this act, is bound by an act of the dissociated partner which would have bound the partnership under section 13 of this act before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under subsection c. of section 37 of this act. b. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection a. of this section. L.2000,c.161,s.35. 42:1A-36. Dissociated partner's liability 36. a. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection b. of this section. b. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 of this act, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 18 of this act and at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under section subsection c. of section 37 of this act. c. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. d. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. L.2000,c.161,s.36. 42:1A-37. Statement of dissociation 37. a. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. b. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections d. and e. of section 15 of this act. c. For the purposes of paragraph (3) of subsection a. of section 35 and paragraph (3) of subsection b. of section 36 of this act, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. L.2000,c.161,s.37. 42:1A-38. Continued use of name relative to liability 38. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. L.2000,c.161,s.38. 42:1A-39. Dissolution of partnership; winding up, event causing 39. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: a. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections b. through j. of section 31 of this act, of that partner's express will to withdraw as a partner, or on a later date specified by the partner, unless the partnership agreement provides that no dissolution occurs until 90 days after the partnership having received notice of a partner's express will to withdraw as a partner, a majority in interest of the remaining parties, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; b. In a partnership for a definite term or particular undertaking: (1) the expiration of 90 days after a partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under subsection b. of section 32 of this act, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; (2) the express will of all of the partners to wind up the partnership business; or (3) the expiration of the term or the completion of the undertaking; c. An event agreed to in the partnership agreement resulting in the winding up of the partnership business; d. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; e. On application by a partner, a judicial determination that: (1) the economic purpose of the partnership is likely to be unreasonably frustrated; (2) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (3) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or f. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (1) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (2) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. L.2000,c.161,s.39. 42:1A-40. Dissolution, continuation for purpose of winding up 40. a. Subject to subsection b. of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. b. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subsection a. of section 42 of this act or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected. L.2000,c.161,s.40. 42:1A-41. Postdissolution, rights, duties on winding up 41. a. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of competent jurisdiction, for good cause shown, may order judicial supervision of the winding up. b. The legal representative of the last surviving partner may wind up a partnership's business. c. A person winding up a partnership's business shall preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 45 of this act, settle disputes by mediation or arbitration, and perform other necessary acts. L.2000,c.161,s.41. 42:1A-42. Partner's act after dissolution 42. Subject to section 43 of this act, a partnership is bound by a partner's act after dissolution that: a. Is appropriate for winding up the partnership business; or b. Would have bound the partnership under section 13 of this act before dissolution, if the other party to the transaction did not have notice of the dissolution. L.2000,c.161,s.42. 42:1A-43. Statement of dissolution, effects of filing 43. a. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. b. A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection d. of section 15 of this act and is a limitation on authority for the purposes of subsection e. of section 15 of this act. c. For the purposes of sections 13 and 42 of this act, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. d. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections e. and f. of section 15 of this act in any transaction, whether or not the transaction is appropriate for winding up the partnership business. L.2000,c.161,s.43. 42:1A-44. Liability after dissolution 44. a. Except as otherwise provided in subsection b. of this section and section 18 of this act, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 42 of this act. b. A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection b. of section 42 of this act by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. L.2000,c.161,s.44. 42:1A-45. Rights of partners to application of partnership assets; settlement of accounts 45. a. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection b. of this section. b. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 18 of this act. c. If a partner fails to contribute the full amount required under subsection b. of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 18 of this act. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 18 of this act. d. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 18 of this act. e. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. f. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. L.2000,c.161,s.45. 42:1A-46. Other business entity; merger or consolidation; effect of certificate 46. a. As used in this section, "other business entity" means a business corporation, partnership, limited partnership or a limited liability company. b. (1) Pursuant to an agreement of merger or consolidation, a partnership may merge or consolidate with or into one or more 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 partnership or other business entity as the agreement shall provide being the surviving or resulting partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved by all partners of each partnership which is to merge or consolidate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a 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 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 partnership or other business entity which is not the surviving or resulting 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 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 partnerships, each partnership 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 partnership merges or consolidates under this section, the 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 Division of Commercial Recording in the Department of the Treasury. The Director of the Division of Commercial Recording 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 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 partnerships or other business entities which is to merge or consolidate; (3) The name of the surviving or resulting 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 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 partnership or other business entity, on request and without cost, to any member of any 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 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 partnership which is to merge or consolidate, irrevocably appointing the State Treasurer 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 State Treasurer. 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 Division of Commercial Recording of a certificate of merger or consolidation. e. A certificate of merger or consolidation shall act as a certificate of cancellation for a 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 partnership if it is the surviving or resulting 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 partnership to the merger or consolidation (including a partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting 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 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 partnerships and other business entities, as well as all other things and causes of action belonging to each of those partnerships and other business entities, shall be vested in the surviving or resulting partnership or other business entity, and shall thereafter be the property of the surviving or resulting partnership or other business entity as they were of each of the 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 partnerships and other business entities, shall not revert or in any way be impaired by reason of this act; but all rights of creditors and all liens upon any property of any of those partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of those partnerships and other business entities that have merged or consolidated shall attach to the surviving or resulting 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 partnership, including a partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require the dissolution of the partnership pursuant to section 39 of this act or require the partnership to pay its liabilities and distribute its assets pursuant to section 45 of this act. L.2000,c.161,s.46. 42:1A-47. Limited liability partnership; qualification as 47. a. A partnership may become a limited liability partnership pursuant to this section. b. The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions. c. After the approval required by subsection b. of this section, a partnership may become a limited liability partnership by filing a statement of qualification in the office of the Division of Commercial Recording in the Department of the Treasury. The statement shall contain: (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any; (3) if the partnership does not have an office in this State, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. d. The agent of a limited liability partnership for service of process shall be an individual who is a resident of this State or other person authorized to do business in this State. e. The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection d. of section 6 of this act or revoked pursuant to section 49 of this act. f. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection c. of this section. g. The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. h. An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. L.2000,c.161,s.47. 42:1A-48 Name, alternate name of limited liability partnership. 48. a. The name of a limited liability partnership shall end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP," or "LLP". b. No domestic limited liability partnership or foreign limited liability 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 the limited liability partnership: (1) 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) has first registered the alternate name as provided in this section. c. Any limited liability partnership may adopt and use any alternate name by filing an original and a copy of a certificate of registration of alternate name with the State Treasurer executed on behalf of the limited liability partnership. The certificate shall set forth: (1) the name, jurisdiction and date of establishment of the limited liability 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 including, but not limited to, the practice of professions requiring licensure or certification including, but not limited to, medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture; (4) that the limited liability partnership intends to use the alternate name in this State; and (5) that the limited liability 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 of the alternative name. d. 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 limited liability partnership any time within 60 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 subsection c. of this section, the date of the certificate of registration then in effect and shall confirm that the limited liability partnership is continuing to use the alternate name. e. 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; (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 liability partnership name; (3) permit the use of an alternate name in violation of any applicable federal, state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture; or (4) repeal, modify, preempt, or otherwise affect the enforceability and validity of any state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture. f. A limited liability 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 State Treasurer 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. g. The failure of a limited liability 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 liability partnership and shall not prevent the limited liability partnership from defending any action or proceeding in any court of this State, but the limited liability 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. h. (1) A limited liability 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 f. of this section, forfeit to the State a penalty of not less than $200 and not more than $500. (2) A limited liability partnership which is required to file a certificate of registration or renewal of alternate name and fails to do so within 60 days prior to, but not later than, the date of expiration of the registration or 90 days after having been notified by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200 and not more than $500. (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. L.2000, c.161, s.48; amended 2021, c.100. 42:1A-49 Annual report; filing. 49. a. A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Division of Commercial Recording in the Department of the Treasury which contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; and (3) if the partnership does not have an office in this State, the name and street address of the partnership's current agent for service of process. b. An annual report shall be filed each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State. c. The State Treasurer may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the State Treasurer shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice shall specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation. d. A revocation under subsection c. of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership. e. A partnership whose statement of qualification has been revoked may apply to the Division of Commercial Recording in the Department of the Treasury for reinstatement within two years after the effective date of the revocation. The application shall state: (1) the name of the partnership and the effective date of the revocation; (2) that the ground for revocation either did not exist or has been corrected; and (3) payment by the partnership of all fees due to the State Treasurer including a reinstatement filing fee of $75.00, current annual report fee, and all delinquent annual report fees. f. A reinstatement under subsection e. of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred. L.2000, c.161, s.49; amended 2019, c.149, s.6. 42:1A-50. Foreign limited liability partnership; law governing, effect in this State 50. a. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. b. A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. c. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. L.2000,c.161,s.50. 42:1A-51. Statement of foreign qualification; filing 51. a. Before transacting business in this State, a foreign limited liability partnership shall file a statement of foreign qualification in the office of the Division of Commercial Recording in the Department of the Treasury. The statement shall contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP," or "LLP"; (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; (3) if there is no office of the partnership in this State, the name and street address of the partnership's agent for service of process; and (4) a deferred effective date, if any. b. The agent of a foreign limited liability company for service of process shall be an individual who is a resident of this State or other person authorized to do business in this State. c. The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection d. of section 6 of this act or revoked pursuant to section 49 of this act. d. An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. L.2000,c.161,s.51. 42:1A-52. Foreign qualification required; effects of failure 52. a. A foreign limited liability partnership transacting business in this State shall not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification. b. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification shall not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State. c. A limitation on personal liability of a partner shall not be waived solely by transacting business in this State without a statement of foreign qualification. d. If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the State Treasurer shall be its agent for service of process with respect to a right of action arising out of the transaction of business in this State. L.2000,c.161,s.52. 42:1A-53. Activities not considered transacting business 53. a. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of sections 50 through 53 of this act include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property; (8) collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and (10) transacting business in interstate commerce. b. For purposes of sections 50 through 53 of this act, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State. c. This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. L.2000,c.161,s.53. 42:1A-54. Restraint of foreign limited liability partnership 54. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of sections 50 through 53 of this act. L.2000,c.161,s.54. 42:1A-55. Applicability, construction of act . 55. Sections 1 through 56 of this act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. L.2000,c.161,s.55. 42:1A-56. No retroactive effects 56. Sections 1 through 56 of this act do not affect an action or proceeding commenced or right accrued before this act takes effect, including the right of any partner in a limited liability partnership formed prior to the effective date of this act. L.2000,c.161,s.56. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 42:2A-12. Nature of partnership interest A partnership interest is personal property. L.1983, c. 489, s. 12, eff. April 1, 1985. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 42:2C-1 Short title. 1. Short Title. This act shall be known and may be cited as the "Revised Uniform Limited Liability Company Act." L.2012, c.50, s.1. 42:2C-2 Definitions. 2. Definitions. As used in this act: "Certificate of formation" means the certificate required by section 18 of this act. The term includes the certificate as amended or restated. "Contribution" means any benefit provided by a person to a limited liability company: (1) in order to become a member upon formation of the company and in accordance with an agreement between or among the persons who have agreed to become the initial members of the company; (2) in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or (3) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. "Debtor in bankruptcy" means a person who is the subject of: (1) an order for relief under Title 11 of the United States Code or a successor statute of general application; or (2) a comparable order under federal, state, or foreign law governing insolvency. "Distribution" except as otherwise provided in subsection g. of section 35 of this act, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. "Effective" with respect to a record required or permitted to be delivered to the filing office for filing under this act, means effective under subsection c. of section 22 of this act. "Filing office" means the Division of Revenue in the Department of the Treasury, or such other State office designated as such by law. "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company. "Limited liability company" except in the phrase "foreign limited liability company," means an entity formed under this act. "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection c. of section 37 of this act. "Manager-managed limited liability company" means a limited liability company that qualifies under subsection a. of section 37 of this act. "Member" means a person that has become a member of a limited liability company pursuant to section 31 of this act and has not dissociated pursuant to section 46 of this act. "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company. "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection a. of section 11 of this act. The term includes the agreement as amended or restated. "Organizer" means a person that acts to form a limited liability company pursuant to section 18 of this act. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. "Registered office" means: (1) the office that a limited liability company is required to designate and maintain pursuant to section 14 of this act; or (2) the principal office of a foreign limited liability company. "Sign" means, with the present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the record an electronic symbol, sound, or process. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. "Terminated" means, with respect to a limited liability company, that such company has been dissolved, that all of its affairs have been wound up, and that all of its assets have been either applied to discharge its obligations to creditors, including members that are creditors, or distributed to its members. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. L.2012, c.50, s.2. 42:2C-3 Knowledge; notice. 3. Knowledge; Notice. a. A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under paragraph (1) of subsection d. of this section or law other than this act. b. A person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under paragraph (2) of subsection d. of this section. c. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. d. A person that is not a member is deemed: (1) to know of a limitation on authority to transfer real property as provided in subsection g. of section 28 of this act; and (2) to have notice of a limited liability company's: (a) dissolution, 90 days after a certificate of dissolution, pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 49 of this act becomes effective; (b) termination, 90 days after a statement of termination, pursuant to subparagraph (f) of paragraph (2) of subsection b. of section 49 of this act becomes effective; and (c) merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act) become effective. L.2012, c.50, s.3. 42:2C-4 Nature, purposes and duration of limited liability company. 4. Nature, Purpose and Duration of Limited Liability Company. a. A limited liability company is an entity distinct from its members. b. A limited liability company may have any lawful purpose, regardless of whether for profit. c. A limited liability company has perpetual duration. L.2012, c.50, s.4. 42:2C-5 Powers. 5. Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. L.2012, c.50, s.5. 42:2C-6 Governing law. 6. Governing Law. The law of this State governs: a. The internal affairs of a limited liability company; and b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. L.2012, c.50, s.6. 42:2C-7 Supplemental principles of law. 7. Supplemental Principles of Law. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. L.2012, c.50, s.7. 42:2C-8 Name. 8. Name. a. The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". b. Unless authorized by subsection d. of this section, the name of a limited liability company shall be distinguishable in the records of the filing office from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under section 10 of this act. c. Furthermore, the name of a limited liability company shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless the limited liability company has complied with the restrictions. d. A limited liability company may apply to the filing office for authorization to use a name that does not comply with subsection b. of this section. The filing office shall authorize use of the name applied for if, as to each noncomplying name: (1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the filing office to change the noncomplying name to a name that complies with subsection b. of this section and is distinguishable in the records of the filing office from the name applied for; or (2) the applicant delivers to the filing office a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for. e. Subject to section 61, the provisions of this act shall apply to a foreign limited liability company transacting business in this State which has a certificate of authority to transact business in this State or which has applied for a certificate of authority. L.2012, c.50, s.8; amended 2013, c.276, s.1. 42:2C-9 Use of name other than actual limited liability company name. 9. Use of Name Other Than Actual Limited Liability Company Name. a. A domestic limited liability company or foreign limited liability company which conducts activities in this State shall not conduct any of those activities 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 that is not deceptive as to its actual identity; or (2) it has first registered the alternate name as provided in subsection b. of this section. b. Any limited liability company may adopt and use any alternate name, including a name which would be unavailable as the name of a domestic or foreign limited liability company because of the prohibitions of subsection a. or b. of section 8 of this act, but not including any name not permitted as a limited liability company name by subsection c. of section 8 of this act, by filing an original and a copy of a certificate of registration of alternate name with the filing office executed on behalf of the limited liability company. The certificate shall set forth: (1) The name, jurisdiction and date of formation of the limited liability company; (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 liability company intends to use the alternate name in this State; (5) That the limited liability company 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 limited liability company 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 limited liability company 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 use 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 corporate, limited partnership or limited liability company name. e. A limited liability company 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 filing office 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. For the purpose of this subsection, any part of a year shall be considered a full year. f. The failure of a limited liability company to file a certificate of registration or renewal of alternate name shall not impair the validity of any contract or act of the limited liability company and shall not prevent the limited liability company from defending any action or proceedings in any court of this State, but the limited liability company 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 applicable certificate. g. (1) A limited liability company 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 nor more than $500. (2) A limited liability company 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 the filing office, 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 nor more than $500. (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. L.2012, c.50, s.9. 42:2C-10 Reservation of name. 10. Reservation of Name. a. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the filing office for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the filing office finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a 120-day period. b. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the filing office for filing a signed notice of the transfer which states the name and address of the transferee. L.2012, c.50, s.10. 42:2C-11 Operating agreement; scope, function, and limitations. 11. Operating Agreement; Scope, Function, and Limitations. a. Except as provided in subsections b. and c. of this section, the operating agreement governs: (1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this act of a person in the capacity of manager; (3) the activities of the company and the conduct of those activities; and (4) the means and conditions for amending the operating agreement. b. To the extent the operating agreement does not otherwise provide for a matter described in subsection a. of this section, this act governs the matter. c. An operating agreement may not: (1) vary a limited liability company's capacity under section 5 of this act to sue and be sued in its own name; (2) vary the law applicable under section 6 of this act; (3) vary the power of the court under section 21 of this act; (4) subject to subsections d. through g. of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty; (5) subject to subsections d. through g. of this section, eliminate the contractual obligation of good faith and fair dealing under subsection d. of section 39 of this act; (6) unreasonably restrict the duties and rights stated in section 40 of this act; (7) vary the power of a court to decree dissolution in the circumstances specified in paragraphs (4) and (5) of subsection a. of section 48 of this act; (8) vary the requirement to wind up a limited liability company's business as specified in subsection a. and paragraph (1) of subsection b. of section 49 of this act; (9) unreasonably restrict the right of a member to maintain an action under Article 9 (sections 67 through 72 of this act); (10) restrict the right to approve a merger, conversion, or domestication under section 86 of this act to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or (11) except as otherwise provided in subsection b. of section 13 of this act, restrict the rights under this act of a person other than a member or manager. d. If not manifestly unreasonable, the operating agreement may: (1) restrict or eliminate the duty: (a) as required in paragraph (1) of subsection b. and subsection i. of section 39 of this act, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity; (b) as required in paragraph (2) of subsection b. and subsection i. of section 39 of this act, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and (c) as required by paragraph (3) of subsection b. and subsection i. of section 39 of this act, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company; (2) identify specific types or categories of activities that do not violate the duty of loyalty; (3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law; (4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and (5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection d. and subsection i. of section 39 of this act. e. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. f. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this act and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility. g. The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 38 of this act and may eliminate or limit a member's or manager's liability to the limited liability company and members for money damages, except for: (1) breach of the duty of loyalty; (2) a financial benefit received by the member or manager to which the member or manager is not entitled; (3) a breach of a duty under section 36 of this act; (4) intentional infliction of harm on the company or a member; or (5) an intentional violation of criminal law. h. The court shall decide any claim under subsection d. of this section that a term of an operating agreement is manifestly unreasonable. The court: (1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that: (a) the objective of the term is unreasonable; or (b) the term is an unreasonable means to achieve the provision's objective. i. This act is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. L.2012, c.50, s.11; amended 2013, c.276, s.2. 42:2C-12 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement. 12. Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement. a. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. b. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. c. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. L.2012, c.50, s.12. 42:2C-13 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company. 13. Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company. a. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. b. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. c. If a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act contains a provision that would be ineffective under subsection c. of section 11 of this act, if contained in the operating agreement, the provision is likewise ineffective in the record. d. Subject to subsection c. of this section, if a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act conflicts with a provision of the operating agreement: (1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record. L.2012, c.50, s.13; amended 2013, c.276, s.3. 42:2C-14 Office and agent for service of process. Office and agent for service of process. a. A limited liability company shall designate and continuously maintain in this State: (1) an office, which need not be a place of its activity in this State; and (2) an agent for service of process. b. A foreign limited liability company that has a certificate of authority under section 58 of this act shall designate and continuously maintain in this State an office and an agent for service of process. c. An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this State or other person with authority to transact business in this State. L.2012, c.50, s.14. 42:2C-15 Change of designated office or agent for service of process. 15. Change of Designated Office or Agent For Service of Process. a. A limited liability company or foreign limited liability company may change its registered office, its agent for service of process, or the address of its agent for service of process by delivering to the filing office for filing a statement of change containing: (1) the name of the company; (2) the street and mailing addresses of its current registered office; (3) if the current registered office is to be changed, the street and mailing addresses of the new registered office; (4) the name and street and mailing addresses of its current agent for service of process; and (5) if the current agent for service of process or an address of the agent is to be changed, the new information. b. A registered agent may, with prior notice to the limited liability company for which it is the registered agent, change the address of the registered office of any domestic or foreign limited liability company for which the registered agent is the registered agent to another address in this State by filing in the filing office a statement of change, executed by the registered agent, setting forth the names of each limited liability company, and the address at which the registered agent has maintained the registered office for each limited liability company, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office for each limited liability company recited in the statement of change. Upon the filing of such statement of change, the filing office shall furnish to the registered agent a filed copy of the same together with a receipt for the fees, and thereafter, or until further change of address, as authorized by law, the registered office in this State of each limited liability company recited in the statement of change shall be located at the new address of the registered agent thereof as given in such statement of change. c. In the event of a change of name of any person acting as a registered agent of a limited liability company, the registered agent shall file in the filing office a statement of change, executed by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, the name of each limited liability company represented by the registered agent, and the address at which the registered agent has maintained the registered office for each limited liability company. Upon the filing of the statement of change, the filing office shall furnish to the registered agent a filed copy of the same together with a receipt for the fees. d. Filing a statement of change under this section shall be deemed to be an amendment of the certificate of formation or the certificate of authority of each limited liability company affected thereby and no limited liability company shall be required to take any further action with respect thereto, to amend its certificate of formation or certificate of authority under this act. e. Subject to subsection c. of section 22 of this act, a statement of change is effective when filed by the filing office. L.2012, c.50, s.15. 42:2C-16 Resignation of agent for service of process. 16. Resignation of Agent for Service of Process. a. To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the filing office for filing a statement of resignation containing the company name and stating that the agent is resigning. b. The filing office shall file a statement of resignation delivered under subsection a. of this section and mail or otherwise provide or deliver a copy to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. c. An agency for service of process terminates on the earlier of: (1) the 31st day after the filing office files the statement of resignation; (2) when a record designating a new agent for service of process is delivered to the filing office for filing on behalf of the limited liability company and becomes effective. L.2012, c.50, s.16. 42:2C-17 Service of process. 17. Service of Process. a. An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. b. If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the filing office is an agent of the company upon whom process, notice, or demand may be served. c. Service of any process, notice, or demand on the filing office as agent for a limited liability company or foreign limited liability company may be made by delivering to the filing office duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the filing office, the filing office shall forward one of the copies by mail or otherwise provide or deliver a copy to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. d. Service is effected under subsection c. of this section at the earliest of: (1) the date the limited liability company or foreign limited liability company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. e. The filing office shall keep a record of each process, notice, and demand served pursuant to this section and record the date of, and the action taken regarding, the service. f. This section does not affect the right to serve process, notice, or demand in any other manner provided by law. L.2012, c.50, s.17. 42:2C-18 Formation of limited liability company; certificate of formation. 18. Formation of Limited Liability Company; Certificate of Formation. a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation. b. A certificate of formation shall state: (1) the name of the limited liability company, which complies with section 8 of this act; and (2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company. c. Subject to subsection c. of section 12 of this act, a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section. However, a statement in a certificate of formation is not effective as a statement of authority. d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act. e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate. f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company. L.2012, c.50, s.18. 42:2C-19 Amendment or restatement of certificate of formation. 19. Amendment or Restatement of Certificate of Formation. a. A certificate of formation may be amended or restated at any time. b. To amend its certificate of formation, a limited liability company shall deliver to the filing office for filing an amendment stating: (1) the name of the company; (2) the date of filing of its certificate of formation; (3) such other information as may be required by the filing office to correctly identify the company; and (4) the changes the amendment makes to the certificate as most recently amended or restated. c. To restate its certificate of formation, a limited liability company shall deliver to the filing office for filing a restated certificate of formation, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name, the date of the filing of the company's initial certificate of formation and such other information as may be required by the filing office to correctly identify the company; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and (3) the changes the restated certificate of formation makes to the certificate of formation as most recently amended or restated. d. Subject to subsection c. of section 12 and subsection c. of section 22 of this act, an amendment to or a restated certificate of formation is effective when filed by the filing office. e. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of formation was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the filing office for filing a statement of change under section 15 or a certificate of correction under section 23 of this act. L.2012, c.50, s.19. 42:2C-20 Signing of records to be delivered for filing to filing office. 20. Signing of Records to be Delivered for Filing to Filing Office. a. A record delivered to the filing office for filing pursuant to this act shall be signed as follows: (1) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company. (2) A limited liability company's initial certificate of formation shall be signed by at least one person acting as an organizer. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company's activities under subsection c. of section 49 of this act or a person appointed under subsection d. of section 49 of this act to wind up those activities. (4) A certificate of dissolution under subsection e. of section 18 of this act shall be signed by each organizer that signed the initial certificate of formation, but a personal representative of a deceased or incompetent organizer may sign in place of the decedent or incompetent. (5) A statement of denial by a person under section 29 of this act shall be signed by that person. (6) Any other record shall be signed by the person on whose behalf the record is delivered to the filing office. b. Any record filed under this act may be signed by an agent, including an attorney in fact. L.2012, c.50, s.20. 42:2C-21 Signing and filing pursuant to judicial order. 21. Signing and Filing Pursuant to Judicial Order. a. If a person required by this act to sign a record or deliver a record to the filing office for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) the person to sign the record; (2) the person to deliver the record to the filing office for filing; or (3) the filing office to file the record unsigned. b. If a petitioner under subsection a. of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. L.2012, c.50, s.21. 42:2C-22 Delivery to and filing of records by filing office; effective time and date. 22. Delivery to and Filing of Records by Filing Office; Effective Time and Date. a. A record authorized or required to be delivered to the filing office for filing under this act shall be captioned to describe the record's purpose, be in a medium permitted by the filing office, and be delivered to the filing office. If the filing fees have been paid, unless the filing office determines that a record does not comply with the filing requirements of this act, the filing office shall file the record and: (1) for a statement of denial under section 29 of this act, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record; and (2) for all other records, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record. b. Upon request and payment of the requisite fee, the filing office shall send to the requester a certified copy of a requested record. c. Except as otherwise provided in sections 15 and 23 of this act, a record delivered to the filing office for filing under this act may specify a delayed effective date. Subject to section 15, subsection d. of section 18 and section 23 of this act, a record filed by the filing office is effective: (1) if the record does not specify a delayed effective date, on the date the record is filed as evidenced by the filing office's endorsement of the date on the record; and (2) if the record specifies a delayed effective date after the date the record is filed as evidenced by the filing office's endorsement of the date on the record, on the delayed effective date. L.2012, c.50, s.22. 42:2C-23 Correcting filed record. 23. Correcting Filed Record. a. A limited liability company or foreign limited liability company may deliver to the filing office for filing a certificate of correction to correct a record previously delivered by the company to the filing office and filed by the filing office, if at the time of filing the record contained inaccurate information or was defectively signed. b. A certificate of correction under subsection a. of this section may not state a delayed effective date and shall: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and (3) correct the defective signature or inaccurate information. c. When filed by the filing office, a certificate of correction under subsection a. of this section is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed: (1) for the purposes of subsection d. of section 3 of this act; and (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. L.2012, c.50, s.23. 42:2C-24 Liability for inaccurate information in filed record. 24. Liability for Inaccurate Information in Filed Record. a. If a record delivered to the filing office for filing under this act and filed by the filing office contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection b. of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (a) the record was delivered for filing on behalf of the company; and (b) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) effected an amendment under section 19 of this act; (ii) filed a petition under section 21 of this act; or (iii) delivered to the filing office for filing a certificate of change under section 15 or a certificate of correction under section 23 of this act. b. To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the filing office for filing under this act and imposes that responsibility on one or more other members, the liability stated in paragraph (2) of subsection a. of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. c. An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate. L.2012, c.50, s.24. 42:2C-25 Certificate of standing. 25. Certificate of Standing. a. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a limited liability company if the records filed in the filing office show that the company has been formed under section 18 of this act. A certificate of standing shall state: (1) the company's name; (2) that the company was duly formed under the laws of this State and the date of formation; (3) whether all fees and penalties due under this act or other law to the filing office have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) whether the filing office has administratively revoked the company; and (6) whether the filing office has filed a certificate of dissolution. b. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a foreign limited liability company if the records filed in the office of the filing office show that the filing office has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of standing shall state: (1) the company's name and any alternate name adopted under subsection a. of section 61 of this act for use in this State; (2) that the company is authorized to transact business in this State; (3) whether all fees and penalties due to the filing office under this act or other law have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) that the filing office has not revoked the company's certificate of authority and has not filed a certificate of cancellation; and (6) other facts of record in the office of the filing office which are specified by the person requesting the certificate. c. Subject to any qualification stated in the certificate, a certificate of standing issued by the filing office is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. L.2012, c.50, s.25. 42:2C-26 Annual report for filing office. 26. Annual Report for Filing Office. a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth: (1) the name and address of the limited liability company; (2) the name and address of the registered agent of the limited liability company; and (3) the name and addresses of the managing members or managers, as the case may be. b. If no annual report is filed as required by this section for two consecutive years: (1) the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company. (2) the certificate of a foreign limited liability company may be revoked by the filing office. (3) if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee and all delinquent annual report fees. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim. In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name. The filing office shall provide the forms necessary to effect annual report reinstatements. L.2012, c.50, s.26; amended 2019, c.149, s.10. 42:2C-27 No agency power of member as member. 27. No Agency Power of Member as Member. a. A member is not an agent of a limited liability company solely by reason of being a member. b. A person's status as a member does not prevent or restrict law other than this act from imposing liability on a limited liability company because of the person's conduct. L.2012, c.50, s.27. 42:2C-28 Statement of authority. 28. Statement of Authority. a. A limited liability company may deliver to the filing office for filing a statement of authority. The statement: (1) shall include the name of the company, the street and mailing addresses of its registered office and such other information as may be required by the filing office to correctly identify the company; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (a) execute an instrument transferring real property held in the name of the company; or (b) enter into other transactions on behalf of, or otherwise act for or bind, the company; and (3) may state the authority, or limitations on the authority, of a specific person to: (a) execute an instrument transferring real property held in the name of the company; or (b) enter into other transactions on behalf of, or otherwise act for or bind, the company. b. To amend or cancel a statement of authority filed with the filing office under subsection a. of section 22 of this act, a limited liability company shall deliver to the filing office for filing an amendment or cancellation stating: (1) the name of the company; (2) the street and mailing addresses of the company's registered office; (3) such other information as may be required by the filing office to correctly identify the company; (4) the caption of the statement being amended or canceled and the date the statement being affected became effective; and (5) the contents of the amendment or a declaration that the statement being affected is canceled. c. A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. d. Subject to subsection c. of this section and subsection d. of section 3 of this act, and except as otherwise provided in subsections f., g. and h. of this section, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person. e. Subject to subsection c. of this section, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection b. of this section; or (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. f. Subject to subsection c. of this section, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded by certified copy in the office for recording transfers of the real property is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection b. of this section and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the office for recording transfers of the real property. g. Subject to subsection c. of this section, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons are deemed to know of the limitation. h. Subject to subsection i. of this section, an effective certificate of dissolution is a cancellation of any filed statement of authority for the purposes of subsection f. of this section and is a limitation on authority for the purposes of subsection g. of this section. i. After a certificate of dissolution becomes effective, a limited liability company may deliver to the filing office for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections f. and g. of this section. j. An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of paragraph (1) of subsection f. of this section. L.2012, c.50, s.28. 42:2C-29 Statement of denial. 29. Statement of Denial. A person named in a filed statement of authority granting that person authority may deliver to the filing office for filing a statement of denial that: a. Provides the name of the limited liability company and such other information as may be required by the filing office to correctly identify the company and the caption of the statement of authority to which the statement of denial pertains; and b. Denies the grant of authority. L.2012, c.50, s.29. 42:2C-30 Liability of members and managers. 30. Liability of Members and Managers. a. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager. b. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. L.2012, c.50, s.30. 42:2C-31 Becoming a member. 31. Becoming a Member. a. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. b. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. c. After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10 (sections 73 through 87 of this act); (3) with the consent of all the members; or (4) if, within 90 consecutive days after the company ceases to have any members: (a) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and (b) the designated person consents to become a member. d. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. L.2012, c.50, s.31. 42:2C-32 Form of contribution. 32. Form of Contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. L.2012, c.50, s.32. 42:2C-33 Liability for contributions. 33. Liability for Contributions. a. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution of property or services, the person or the person's estate is obligated, at the option of the company, to contribute money equal to the value of the part of the contribution which has not been made. b. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection a. of this section may enforce the obligation. L.2012, c.50, s.33. 42:2C-34 Sharing of and right to distributions before dissolution. 34. Sharing of and Right to Distributions before Dissolution. a. Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 and any order in effect under section 43 of this act. b. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. c. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in subsection c. of section 56 of this act, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. d. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. L.2012, c.50, s.34; amended 2013, c.276, s.4. 42:2C-35 Limitations on distribution. 35. Limitations on Distribution. a. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. b. A limited liability company may base a determination that a distribution is not prohibited under subsection a. of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. c. Except as otherwise provided in subsection f. of this section, the effect of a distribution under subsection a. of this section is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date: (a) the distribution is authorized, if the payment occurs within 120 days after that date; or (b) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. d. A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. e. A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection a. of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. f. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. g. As used in this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. L.2012, c.50, s.35. 42:2C-36 Liability for improper distributions. 36. Liability for Improper Distributions. a. Except as otherwise provided in subsection b. of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 35 of this act and in consenting to the distribution fails to comply with section 39 of this act, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 35 of this act. b. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection a. of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility. c. A person that receives a distribution knowing that the distribution to that person was made in violation of section 35 of this act is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 35 of this act. d. A person against which an action is commenced because the person is liable under subsection a. of this section may: (1) implead any other person that is subject to liability under subsection a. of this section and seek to compel contribution from the person; and (2) implead any person that received a distribution in violation of subsection c. of this section and seek to compel contribution from the person in the amount the person received in violation of subsection c. of this section. e. An action under this section is barred if not commenced within two years after the distribution. L.2012, c.50, s.36. 42:2C-37 Management of limited liability company. 37. Management of Limited Liability Company. a. A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (a) the company is or will be "manager-managed;" (b) the company is or will be "managed by managers;" or (c) management of the company is or will be "vested in managers;" or (2) includes words of similar import. b. In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the company are vested in the members. (2) Each member has equal rights in the management and conduct of the company's activities. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (5) The operating agreement may be amended only with the consent of all members. c. In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this act, any matter relating to the activities of the company is decided exclusively by the managers. (2) Each manager has equal rights in the management and conduct of the activities of the company. (3) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers. (4) The consent of all members is required to: (a) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (b) approve a merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act); (c) undertake any other act outside the ordinary course of the company's activities; and (d) amend the operating agreement. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (7) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. d. An action requiring the consent of members under this act may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. e. The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. f. This act does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. L.2012, c.50, s.37. 42:2C-38 Indemnification and insurance. 38. Indemnification and Insurance. a. As used in this section: (1) "Company agent" means any person who is or was a member of a member-managed company, a manager of a manager-managed company, an officer, employee or agent of the indemnifying company or of any constituent company absorbed by the indemnifying company in a consolidation or merger and any person who is or was a member, manager, officer, director, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying company, or any such constituent company, or the legal representatives of any such member, manager, officer, director, trustee, employee or agent. (2) "Other enterprise" and "another enterprise" mean any domestic or foreign limited liability company other than the company, and any corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a company agent; (3) "Expenses" means reasonable costs, disbursements and attorney's fees; (4) "Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; and (5) "Proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein, and any inquiry or investigation which could lead to that action or proceeding. (6) References to an "other enterprise" or "another enterprise" include employee benefit plans; and references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan. b. A limited liability company shall indemnify a company agent against expenses to the extent that such company agent has been successful on the merits or otherwise in any proceeding brought against the company agent by reason of the company agent serving as a company agent or serving another enterprise at the request of the limited liability company. If the company agent is successful on the merits or otherwise in defense of any claim, issue or matter in any such proceeding, indemnification shall be provided under this subsection with respect to the claim, issue or matter. c. A limited liability company shall indemnify a company agent against any debt, obligation, expense or other liability incurred by that company agent in the course of the company agent's activities on behalf of the limited liability company or another enterprise at the request of the limited liability company, if, in making the payment or incurring the debt, obligation, expense or other liability, the company agent complied with the duties stated in sections 35 and 39 of this act. d. A limited liability company may purchase and maintain insurance on behalf of any company agent against any expenses incurred in any proceeding and any liabilities asserted against the company agent in his or her capacity as a company agent, whether or not the limited liability company could eliminate or limit the person's liability to the company for the conduct giving rise to the liability under subsection g. of section 11 of this act. The limited liability company may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the limited liability company, whether or not such insurer does business with other insureds. L.2012, c.50, s.38. 42:2C-39 Standards of conduct for members and managers. 39. Standards of Conduct for Members and Managers. a. A member of a member-managed limited liability company owes to the company and, subject to subsection b. of section 67 of this act, the other members, the duties of loyalty and care stated in subsections b. and c. of this section. b. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties: (1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member: (a) in the conduct or winding up of the company's activities; (b) from a use by the member of the company's property; or (c) from the appropriation of a company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. c. The duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. d. A member shall discharge the duties under this act or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. e. A member does not violate a duty or obligation under this act or under the operating agreement merely because the member's conduct furthers the member's own interest. f. All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. g. It is a defense to a claim under paragraph (2) of subsection b. of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. h. If, as permitted by subsection f. of this section or the operating agreement, a member enters into a transaction with the company that would otherwise be prohibited by paragraph (2) of subsection b. of this section, the member's rights and obligations are the same as those of a person not a member. i. In a manager-managed limited liability company, the following rules apply: (1) Subsections a., b., c. and g. of this section apply to the manager or managers and not the members, and the duty stated under paragraph (3) of subsection b. of this section continues until winding up is completed. (2) Subsections d. and e. of this section apply to the managers as well as the members and, subject to subsection d. of this section, a member does not have any duty to the company or any other member solely by reason of being a member. (3) The power to ratify stated in subsection f. of this section pertains only to the members. L.2012, c.50, s.39. 42:2C-40 Right of members, managers, and dissociated members to information. 40. Right of Members, Managers, and Dissociated Members to Information. a. In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this act. (2) The company shall furnish to each member: (a) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this act, except to the extent the company can establish that it reasonably believes the member already knows the information; and (b) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (3) The duty to furnish information under paragraph (2) of this subsection also applies to each member to the extent the member knows any of the information described in paragraph (2). b. In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection a. of this section and the duty stated in paragraph (3) of subsection a. of this section apply to the managers and not the members. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (a) the member seeks the information for a purpose material to the member's interest as a member; (b) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) the information sought is directly connected to the member's purpose. (3) Within 10 days after receiving a demand pursuant to subparagraph (b) of paragraph (2) of this subsection, the company shall in a record inform the member that made the demand: (a) of the information that the company will provide in response to the demand and when and where the company will provide the information; and (b) if the company declines to provide any demanded information, the company's reasons for declining. (4) Whenever this act or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. c. On 10 days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by paragraph (2) of subsection b. of this section. The company shall respond to a demand made pursuant to this subsection in the manner provided in paragraph (3) of subsection b. of this section. d. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. e. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection g. of this section applies both to the agent or legal representative and the member or dissociated member. f. The rights under this section do not extend to a person as transferee. g. In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. L.2012, c.50, s.40. 42:2C-41 Nature of transferable interest. 41. Nature of Transferable Interest. A transferable interest shall be personal property. L.2012, c.50, s.41. 42:2C-42 Transfer of transferable interest. 42. Transfer of Transferable Interest. a. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (3) subject to section 44 of this act, does not entitle the transferee to: (a) participate in the management or conduct of the company's activities; or (b) except as otherwise provided in subsection c. of this section, have access to records or other information concerning the company's activities. b. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. c. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. d. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. e. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. f. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. g. Except as otherwise provided in paragraph (2) of subsection d. of section 46 of this act, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. h. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations known to the transferee when the transferee becomes a member. L.2012, c.50, s.42; amended 2013, c.276, s.5. 42:2C-43 Rights of judgment creditor of a member. 43. Rights of Judgment Creditor of a Member. On application by a judgment creditor of a member, a court may charge the transferable interest of the member 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 limited liability company interest. An action by a court pursuant to this section does not deprive any member of the benefit of any exemption laws applicable to his transferable interest. A court order charging the transferable interest of a member pursuant to this section shall be the sole remedy of a judgment creditor, who shall have no right under 42:2C-1 et seq. or any other State law to interfere with the management or force dissolution of a limited liability company or to seek an order of the court requiring a foreclosure sale of the transferable interest. Nothing in this section shall be construed to affect in any way the rights of a judgment creditor of a member under federal bankruptcy or reorganization laws. L.2012, c.50, s.43; amended 2013, c.276, s.6. 42:2C-44 Power of personal representative of deceased member. 44. Power of Personal Representative of Deceased Member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection c. of section 42 of this act and, for the purposes of settling the estate, the rights of a current member under section 40 of this act. L.2012, c.50, s.44. 42:2C-45 Member's power to dissociate; wrongful dissociation. 45. Member's Power to Dissociate; Wrongful Dissociation. a. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 46 of this act. b. A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the termination of the company and: (a) the person is expelled as a member by judicial order under subsection e. of section 46 of this act; (b) the person is dissociated under paragraph (1) of subsection g. of section 46 of this act, by becoming a debtor in bankruptcy; or (c) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated; or (3) in the case of a company for a definite term or particular undertaking, by withdrawing as a member by express will under section 46 of this act before the expiration of the term or the completion of the undertaking. c. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 67 of this act, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. L.2012, c.50, s.45. 42:2C-46 Events causing dissociation. 46. Events Causing Dissociation. A person is dissociated as a member from a limited liability company when: a. The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; b. An event stated in the operating agreement as causing the person's dissociation occurs; c. The person is expelled as a member pursuant to the operating agreement; d. The person is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful to carry on the company's activities with the person as a member; (2) there has been a transfer of all of the person's transferable interest in the company, other than: (a) a transfer for security purposes; or (b) an order in effect under section 43 of this act; (3) the person is a corporation and, within 90 days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or (4) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; e. On application by the company, the person is expelled as a member by judicial order because the person: (1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities; (2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under section 39 of this act; or (3) has engaged, or is engaging, in conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member; f. In the case of a person who is an individual: (1) the person dies; or (2) in a member-managed limited liability company: (a) a guardian or general conservator for the person is appointed; or (b) there is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this act or the operating agreement; g. In a member-managed limited liability company, the person: (1) becomes a debtor in bankruptcy; (2) executes an assignment for the benefit of creditors; or (3) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; h. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; i. In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; j. In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; k. The company participates in a merger under Article 10 (sections 73 through 87 of this act) if: (1) the company is not the surviving entity; or (2) otherwise as a result of the merger, the person ceases to be a member; l. The company participates in a conversion under Article 10 (sections 73 through 87 of this act); m. The company participates in a domestication under Article 10 (sections 73 through 87 of this act), if, as a result of the domestication, the person ceases to be a member; or n. The company terminates. L.2012, c.50, s.46; amended 2013, c.276, s.7. 42:2C-47 Effect of person's dissociation as member. 47. Effect of Person's Dissociation as Member. a. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 44 and Article 10 (sections 73 through 87 of this act), any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. b. A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. c. A court that expels a member from a company pursuant to subsection e. of section 46 of this act may order the sale of the interests held by such person immediately before dissociation to either the company or to any other persons who are parties to the action if the court determines, in its discretion, that such an order is required by any other law, rule or regulation, or that such an order would be fair and equitable to all parties under all of the circumstances of the case. L.2012, c.50, s.47. 42:2C-48 Events causing dissolution. 48. Events Causing Dissolution. a. A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of 90 consecutive days during which the company has no members; (4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that: (a) the conduct of all or substantially all of the company's activities is unlawful; or (b) it is not reasonably practicable to carry on the company's activities in conformity with one or both of the certificate of formation and the operating agreement; or (5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company: (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (b) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant. (6) A certificate of dissolution is filed before the delayed effective date of a certificate of formation pursuant to subsection e. of section 18 of this act. b. In a proceeding brought under paragraph (4) or (5) of subsection a. of this section, the court may order or a party may seek a remedy other than dissolution, including, but not limited to, the appointment of a custodian or one or more provisional managers. The court shall appoint a custodian or one or more provisional managers if it appears to the court that such an appointment may be in the best interests of the limited liability company and its members. In any proceeding under this section, the court shall allow reasonable compensation to any custodian or provisional manager for his or her services and reimbursement or direct payment of all his or her reasonable costs and expenses, which amounts shall be paid by the limited liability company. The court may appoint a custodian or one or more provisional managers in a summary proceeding or otherwise; or order the sale of all interests held by a member who is a party to the proceeding to either the limited liability company or any other member who is a party to the proceeding, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. c. If the court determines that any party to a proceeding brought under paragraph (4) or (5) of subsection a. of this section has acted vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties. L.2012, c.50, s.48. 42:2C-49 Winding up. 49. Winding Up. a. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. b. In winding up its activities, a limited liability company: (1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and (2) shall: (a) deliver to the filing office for filing a certificate of dissolution stating the name of the company and such other information as may be required by the filing office to correctly identify the company and that the company is dissolved; (b) preserve the company activities and property as a going concern for a reasonable time; (c) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (d) transfer the company's property; (e) settle disputes by mediation or arbitration; (f) deliver to the filing office for filing a statement of termination stating the name of the company and that the company is terminated; and (g) perform other acts necessary or appropriate to the winding up. c. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under subsection c. of section 37 of this act and is deemed to be a manager for the purposes of paragraph (2) of subsection a. of section 30 of this act. d. If the legal representative under subsection c. of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under subsection c. of section 37 of this act and is deemed to be a manager for the purposes of paragraph (2) of subsection a. of section 30 of this act; and (2) shall promptly deliver to the filing office for filing an amendment to the company's certificate of formation to: (a) state that the company has no members; (b) state that the person has been appointed pursuant to this subsection to wind up the company; and (c) provide the street and mailing addresses of the person. e. The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (a) the company does not have any members; (b) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (c) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection d. of this section; or (3) in connection with a proceeding under paragraph (4) or (5) of subsection a. of section 48 of this act. L.2012, c.50, s.49. 42:2C-50 Known claims against dissolved limited liability company. 50. Known Claims Against Dissolved Limited Liability Company. a. Except as otherwise provided in subsection d. of this section, a dissolved limited liability company may give notice of a known claim under subsection b. of this section, which has the effect as provided in subsection c. of this section. b. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. c. A claim against a dissolved limited liability company is barred if the requirements of subsection b. of this section are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (a) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and (b) the claimant does not commence the required action within the 90 days. d. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. L.2012, c.50, s.50. 42:2C-51 Other claims against dissolved limited liability company. 51. Other Claims Against Dissolved Limited Liability Company. a. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. b. The notice authorized by subsection a. of this section shall: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. c. If a dissolved limited liability company publishes a notice in accordance with subsection b. of this section, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under section 50 of this act; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. d. A claim not barred under this section may be enforced: (1) against a dissolved limited liability company, to the extent of its undistributed assets; and (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. L.2012, c.50, s.51. 42:2C-52 Claims against member or transferee barred unless filed within five years after limited liability company dissolved. 52. Claims Against Member or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved. a. A claimant, and all those claiming through or under the claimant, shall be forever barred from suing a member or transferee on any claim, or otherwise realizing upon or enforcing any claim against a member or transferee, unless an action is commenced against the member or transferee, pursuant to paragraph (2) of subsection d. of section 51 of this act, or otherwise, within five years after the limited liability company was dissolved. b. This section shall not: (1) apply to claims against members or transferees which are in litigation on the effective date of this section; (2) operate to extend any otherwise applicable statute of limitations; or (3) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2012, c.50, s.52; amended 2021, c.92, s.21. 42:2C-53 Administrative action. 53. Administrative Action. a. The filing office may place a limited liability company on the inactive list if the company does not: (1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other than this act; or (2) file annual reports for two consecutive years pursuant to section 26 of this act. b. If the filing office determines that a ground exists for placing a company on the inactive list, the filing office shall provide notice of the filing office's intent to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. c. If within 60 days after service of the notice pursuant to subsection b. of this section a limited liability company does not correct each ground for being placed on the inactive list or demonstrate to the reasonable satisfaction of the filing office that each ground determined by the filing office does not exist, the filing office shall place the company on the inactive list and file a declaration of the action. The filing office shall send a notice of the action to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. d. A limited liability company that has been placed on the inactive list continues in existence but, subject to section 54 of this act, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 49 and 56 of this act and to notify claimants under sections 50 and 51 of this act. e. An inactivation of a limited liability company does not terminate the authority of its agent for service of process. L.2012, c.50, s.53. 42:2C-54 Reinstatement following administrative dissolution. 54. Reinstatement Following Administrative Dissolution. a. A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office action placing the company on the inactive list, and the limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a limited liability company has been placed on the inactive list shall require a tax clearance certificate. L.2012, c.50, s.54; amended 2019, c.149, s.11. 42:2C-55 Appeal from rejection of reinstatement. 55. Appeal from Rejection of Reinstatement. a. If the filing office rejects a limited liability company's application for reinstatement, the filing office shall present a notice to the company explaining the reason for rejection. b. Within 30 days after a rejection of reinstatement under subsection a. of this section, a limited liability company may appeal from the rejection by petitioning the court to set aside the filing office action. The petition shall be served on the filing office and contain a copy of the company's application for reinstatement and the filing office's notice of rejection. c. The court may order the filing office to reinstate a limited liability company or take other action the court considers appropriate. L.2012, c.50, s.55. 42:2C-56 Distribution of assets in winding up limited liability company's activities. 56. Distribution of Assets in Winding Up Limited Liability Company's Activities. a. In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. b. After a limited liability company complies with subsection a. of this section, any surplus shall be distributed in the following order, subject to any order in effect under section 43 of this act: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 of this act. c. If a limited liability company does not have sufficient surplus to comply with paragraph (1) of subsection b. of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. d. All distributions made under subsections b. and c. of this section shall be paid in money. L.2012, c.50, s.56; amended 2013, c.276, s.8. 42:2C-57 Governing law. 57. Governing Law. a. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. b. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the company is formed and the law of this State. c. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. L.2012, c.50, s.57. 42:2C-58 Application for certificate of authority; amendments to certificate of authority. 58. Application for Certificate of Authority ; Amendments to Certificate of Authority. Before doing business in this State, a foreign limited liability company shall obtain a certificate of authority to transact business in this State. a. A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the filing office for filing. The application shall state: (1) the name of the company and, if the name does not comply with section 8 of this act, an alternate name adopted pursuant to subsection a. of section 61 of this act; (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the laws of the jurisdiction under which the company is formed require the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. b. If any statement in the application for a certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited liability company shall promptly file in the filing office an amended application, executed by an authorized person, correcting the statement. L.2012, c.50, s.58. 42:2C-59 Activities not constituting transacting business. 59. Activities Not Constituting Transacting Business. a. Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this section include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions; and (10) transacting business in interstate commerce. b. For purposes of this section, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State. c. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this act. L.2012, c.50, s.59. 42:2C-60 Filing of certificate of authority. 60. Filing of Certificate of Authority. Unless the filing office determines that an application for a certificate of authority does not comply with the filing requirements of this act, the filing office, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare and file a certificate of authority to transact business in this State, and provide a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. L.2012, c.50, s.60. 42:2C-61 Noncomplying name of foreign limited liability company. 61. Noncomplying Name of Foreign Limited Liability Company. a. A foreign limited liability company whose name does not comply with section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 8 of this act. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with R.S.56:1-1 et seq. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under R.S.56:1-1 et seq. to transact business in this State under another name. b. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not comply with section 8 of this act, it may not thereafter transact business in this State until it complies with subsection a. of this section and obtains an amended certificate of authority. L.2012, c.50, s.61. 42:2C-62 Revocation of certificate of authority. 62. Revocation of Certificate of Authority. a. A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the filing office in the manner provided in subsections b. and c. of this section, if the company does not: (1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other than this act; (2) file annual reports for two consecutive years pursuant to section 26 of this act. b. To revoke a certificate of authority of a foreign limited liability company, the filing office shall provide notice of the filing office's intent to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. c. If, within 60 days after service of the notice pursuant to subsection b. of this section, a company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the filing office that each ground determined by the filing office does not exist, the filing office shall revoke the company and file a declaration of the action. The filing office shall send the company a notice of the action to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. d. The authority of a foreign limited liability company to transact business in this State ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection b. of this section L.2012, c.50, s.62. 42:2C-63 Reinstatement of certificate of authority. 63. Reinstatement of Certificate of Authority. a. A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office revocation action, and the foreign limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a foreign limited liability company that has been revoked shall require a tax clearance certificate. L.2012, c.50, s.63; amended 2019, c.149, s.12. 42:2C-64 Cancellation of certificate of authority. 64. Cancellation of Certificate of Authority. To cancel its certificate of authority to transact business in this State, a foreign limited liability company shall deliver to the filing office for filing a certificate of cancellation stating the name of the company and such other information as may be required by the filing office to correctly identify the company and that the company desires to cancel its certificate of authority. The certificate of authority is canceled when the certificate of cancellation becomes effective. L.2012, c.50, s.64. 42:2C-65 Effect of failure to have certificate of authority. 65. Effect of Failure to Have Certificate of Authority. a. A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. b. The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State. c. A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. d. If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the filing office as its agent for service of process for rights of action arising out of the transaction of business in this State. L.2012, c.50, s.65. 42:2C-66 Action by attorney general. 66. Action by Attorney General. The Attorney General of the State of New Jersey may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this act. A foreign limited liability company doing business in this State without first having obtained a certificate of authority to transact business shall be fined and shall pay to the State Treasurer $200 for each year or part thereof during which the foreign limited liability company failed to obtain a certificate of authority. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The Superior Court may proceed in the action in a summary manner or otherwise. L.2012, c.50, s.66. 42:2C-67 Direct action by member. 67. Direct Action by Member. a. Subject to subsection b. of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this act or arising independently of the membership relationship. b. A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. L.2012, c.50, s.67. 42:2C-68 Derivative action. 68. Derivative Action. A member may maintain a derivative action to enforce a right of a limited liability company if: a. the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or b. A demand under subsection a. of this section would be futile. L.2012, c.50, s.68. 42:2C-69 Proper plaintiff. 69. Proper Plaintiff. a. Except as otherwise provided in subsection b. of this section, a derivative action under section 68 of this act may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. b. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. L.2012, c.50, s.69. 42:2C-70 Pleading. 70. Pleading. In a derivative action under section 68 of this act, the complaint shall state with particularity: a. The date and content of plaintiff's demand and the response to the demand by the managers or other members; or b. If a demand has not been made, the reasons a demand under subsection a. of section 68 of this act would be futile. L.2012, c.50, s.70. 42:2C-71 Special litigation committee. 71. Special Litigation Committee. a. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection shall not prevent the court from enforcing a person's right to information under section 40 of this act or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. b. A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. c. A special litigation committee may be appointed: (1) in a member-managed limited liability company: (a) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and (b) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (a) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and (b) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. d. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed. e. After making a determination under subsection d. of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection a. of this section and allow the action to proceed under the direction of the plaintiff. L.2012, c.50, s.71. 42:2C-72 Proceeds and expenses. 72. Proceeds and Expenses. a. Except as otherwise provided in subsection b. of this section: (1) any proceeds or other benefits of a derivative action under section 68 of this act, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. b. If a derivative action under section 68 of this act is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. L.2012, c.50, s.72. 42:2C-73 Definitions. 73. Definitions. As used in this Article 10 (sections 73 through 87 of this act): "Constituent limited liability company" means a constituent organization that is a limited liability company. "Constituent organization" means an organization that is party to a merger. "Converted organization" means the organization into which a converting organization converts pursuant to sections 78 through 81 of this act. "Converting limited liability company" means a converting organization that is a limited liability company. "Converting organization" means an organization that converts into another organization pursuant to section 78 of this act. "Domesticated company" means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 82 through 85 of this act. "Domesticating company" means the company that effects a domestication pursuant to sections 82 through 85 of this act. "Governing statute" means the statute that governs an organization's internal affairs. "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit. "Organizational documents" means: (1) for a domestic or foreign general partnership, its partnership agreement; (2) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (3) for a domestic or foreign limited liability company, its certificate or articles of formation and operating agreement, or comparable records as provided in its governing statute; (4) for a business trust, its agreement of trust and declaration of trust; (5) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and (6) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. "Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. L.2012, c.50, s.73. 42:2C-74 Merger. 74. Merger. a. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 75 through 77 of this act, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. b. A plan of merger shall be in a record and shall include: (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record. L.2012, c.50, s.74. 42:2C-75 Action on plan of merger by constituent limited liability company. 75. Action on Plan of Merger by Constituent Limited Liability Company. a. Subject to section 86 of this act, a plan of merger shall be consented to by all the members of a constituent limited liability company. b. Subject to section 86 of this act and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the filing office for filing under section 76 of this act, a constituent limited liability company may amend the plan or abandon the merger: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. L.2012, c.50, s.75. 42:2C-76 Filings required for merger; effective date. 76. Filings Required for Merger; Effective Date. a. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each constituent limited liability company, as provided in subsection a. of section 20 of this act; and (2) each other constituent organization, as provided in its governing statute. b. Articles of merger under this section shall include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (a) if it will be a limited liability company, the company's certificate of formation; or (b) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the filing office may use for the purposes of subsection b. of section 77 of this act; and (8) any additional information required by the governing statute of any constituent organization. c. The surviving organization shall deliver the articles of merger for filing in the office of the filing office. d. A merger becomes effective under this act: (1) if the surviving organization is a limited liability company, upon the later of: (a) compliance with subsection c. of this section; or (b) subject to subsection c. of section 22 of this act, as specified in the articles of merger; or (2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. L.2012, c.50, s.76. 42:2C-77 Effect of merger. 77. Effect of Merger. a. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each constituent organization that has ceased to exist continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act); (9) if the surviving organization is created by the merger: (a) if it is a limited liability company, the certificate of formation becomes effective; or (b) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. b. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the filing office as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and shall have the same consequences as in subsections c. and d. of section 17 of this act. L.2012, c.50, s.77. 42:2C-78 Conversion. 78. Conversion. a. An organization, other than a limited liability company or a foreign limited liability company, may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 79 through 81 of this act, and a plan of conversion, if: (1) the other organization's governing statute authorizes the conversion; (2) the conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and (3) the other organization complies with its governing statute in effecting the conversion. b. A plan of conversion shall be in a record and shall include: (1) the name and form of the organization before conversion; (2) the name and form of the organization after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization that are, or are proposed to be, in a record. L.2012, c.50, s.78. 42:2C-79 Action on plan of conversion by converting limited liability company. 79. Action on Plan of Conversion by Converting Limited Liability Company. a. Subject to section 86 of this act, a plan of conversion shall be consented to by all the members of a converting limited liability company. b. Subject to section 86 of this act and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the filing office for filing under section 80 of this act, a converting limited liability company may amend the plan or abandon the conversion: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. L.2012, c.50, s.79. 42:2C-80 Filing required for conversion; effective date. 80. Filings Required for Conversion; Effective Date. a. After a plan of conversion is approved: (1) a converting limited liability company shall deliver to the filing office for filing articles of conversion, which shall be signed as provided in subsection a. of section 20 of this act and shall include: (a) a statement that the limited liability company has been converted into another organization; (b) the name and form of the organization and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (c) the date the conversion is effective under the governing statute of the converted organization; (d) a statement that the conversion was approved as required by this act; (e) a statement that the conversion was approved as required by the governing statute of the converted organization; and (f) if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office which the filing office may use for the purposes of subsection c. of section 81 of this act; and (2) if the converting organization is not a converting limited liability company, the converting organization shall deliver to the filing office for filing a certificate of formation, which shall include, in addition to the information required by subsection b. of section 18 of this act: (a) a statement that the converted organization was converted from another organization; (b) the name and form of that converting organization and the jurisdiction of its governing statute; and (c) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute. b. A conversion becomes effective: (1) if the converted organization is a limited liability company, when the certificate of formation takes effect; and (2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. L.2012, c.50, s.80. 42:2C-81 Effect of conversion. 81. Effect of Conversion. a. An organization that has been converted pursuant to this Article 10 (sections 73 through 87 of this act) is for all purposes the same entity that existed before the conversion. b. When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) except as prohibited by law other than this act, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act). c. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this State appoints the filing office as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and has the same consequences as in subsections c. and d. of section 17 of this act. L.2012, c.50, s.81. 42:2C-82 Domestication. 82. Domestication. a. A foreign limited liability company may become a limited liability company pursuant to this section, sections 83 through 85 of this act, and a plan of domestication, if: (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication. b. A limited liability company may become a foreign limited liability company pursuant to this section, sections 83 through 85 of this act, and a plan of domestication, if: (1) the foreign governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the limited liability company complies with the foreign governing statute in effecting the domestication. c. A plan of domestication shall be in a record and shall include: (1) the name of the domesticating company before domestication and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. L.2012, c.50, s.82. 42:2C-83 Action on plan of domestication by domesticating limited liability company. 83. Action on Plan of Domestication By Domesticating Limited Liability Company. a. A plan of domestication shall be consented to: (1) by all the members, subject to section 86 of this act, if the domesticating company is a limited liability company; and (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. b. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the filing office for filing under section 84 of this act, a domesticating limited liability company may amend the plan or abandon the domestication: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. L.2012, c.50, s.83. 42:2C-84 Filings required for domestication; effective date. 84. Filings Required for Domestication; Effective Date. a. After a plan of domestication is approved, a domesticating company shall deliver to the filing office for filing articles of domestication, which shall include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute; (3) the name of the domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated company; (5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this act; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated company was a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the filing office may use for the purposes of subsection b. of section 85 of this act. b. A domestication becomes effective: (1) when the certificate of formation takes effect, if the domesticated company is a limited liability company; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. L.2012, c.50, s.84. 42:2C-85 Effect of domestication. 85. Effect of Domestication. a. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act). b. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this State appoints the filing office as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and has the same consequences as in subsections c. and d. of section 17 of this act. c. If a limited liability company has adopted and approved a plan of domestication under section 82 of this act providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of formation shall be delivered to the filing office for filing setting forth: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; (2) a statement that the certificate of formation is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement that the domestication was approved as required by this act; and (4) the jurisdiction of formation of the domesticated foreign limited liability company. L.2012, c.50, s.85. 42:2C-86 Restrictions on approval of mergers, conversions, and domestications. 86. Restrictions on Approval of Mergers, Conversions, and Domestications. a. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication are ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. b. A member does not give the consent required by subsection a. of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. L.2012, c.50, s.86. 42:2C-87 Article not exclusive. 87. Article Not Exclusive. a. This Article 10 (sections 73 through 87 of this act) does not preclude an entity from being merged, converted, or domesticated under law other than this act. b. Without limiting the foregoing, it is intended that a limited liability company, whenever formed, that acquires the assets, liabilities and business of a predecessor organization with common ownership, shall be presumed to have the rights, privileges and perquisites of the predecessor organization. Furthermore, in computing time periods and continuity of ownership for determining eligibility for government grants, property rights, or other entitlements, there shall be a tacking of time periods with respect to the limited liability company and the predecessor organization. c. Nothing in this section 87 is intended to require the assignment of a contract in violation of its express terms. L.2012, c.50, s.87. 42:2C-88 Uniformity of application and construction. 88. Uniformity of Application and Construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. L.2012, c.50, s.88. 42:2C-89 Relation to electronic signatures in global and national commerce act. 89. Relation to Electronic Signatures In Global and National Commerce Act. This act modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," Pub.L.106-229, 15 U.S.C. s.7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. s.7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. s.7003(b). L.2012, c.50, s.89. 42:2C-90 Savings clause. 90. Savings Clause. This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect. L.2012, c.50, s.90. 42:2C-91 Application to existing relationships. 91. Application to Existing Relationships. a. Before March 1, 2014, this act governs only: (1) a limited liability company formed on or after the effective date of this act; and (2) a limited liability company formed before the effective date of this act, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this act. b. On and after March 1, 2014, this act governs all limited liability companies. L.2012, c.50, s.91; amended 2013, c.276, s.9. 42:2C-92 Tax classification. 92. Tax Classification. a. For all purposes of taxation under the laws of this State, a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company with two or more members shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For all purposes of taxation under the laws of this State, a member or a transferee of a member of a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company shall be treated as a partner in a partnership unless the limited liability company is classified otherwise for federal income tax purposes, in which case the member or transferee of a member shall have the same status as the member or transferee of a member has for federal income tax purposes. b. For all purposes of taxation on income under the laws of this State and only for those purposes, a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company with one member is disregarded as an entity separate from its owner, unless classified otherwise for federal tax purposes, in which case the limited liability company will be classified in the same manner as it is classified for federal income tax purposes. For all purposes of taxation on income under the laws of this State and only for those purposes, the sole member or a transferee of all of the limited liability company interest of the sole member of a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company is treated as the direct owner of the underlying assets of the limited liability company and of its operations, unless the limited liability company is classified otherwise for federal income tax purposes, in which case the member or transferee of a member will have the same status as the member or transferee of a member has for federal income tax purposes. c. With respect to a limited liability company that is taxed as a partnership for federal income tax purposes, the entity is also liable for all obligations of the partnership as provided by P.L.2022, c.133 (C.54:50-47 et al.) in addition to its liabilities in section 30 of P.L.2012, c.50 (C.42:2C-30). L.2012, c.50, s.92; amended 2022, c.133, s.15. 42:2C-93 Fees. 93. Fees. a. No document required to be filed under this act shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the State Treasurer for the use of the State: (1) Upon the receipt for filing of a certificate of registration of alternate name or a certificate of renewal pursuant to section 9 of this act, a fee in the amount of $50. (2) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to section 10 of this act, a fee in the amount of $50. (3) Upon the receipt for filing of a statement under section 15 of this act, a fee in the amount of $25, upon the receipt for filing of a statement under section 16 of this act, a fee in the amount of $25 and a further fee of $10 for each limited liability company affected by that statement. (4) Upon the receipt for filing of a certificate of formation under section 18 of this act, a fee in the amount of $125; and upon receipt for filing, a certificate of correction under section 23 of this act, a certificate of amendment or restatement under section 19 of this act, a certificate of dissolution under section 49 of this act, or articles of merger under section 76 of this act, a fee in the amount of $100. (5) Upon the filing of articles of conversion under section 80 of this act, a fee in the amount of $100. (6) Upon filing of an annual report, a fee in the amount of $75.00. (7) Upon requesting a reinstatement of a certificate of a limited liability company. (8) For certifying copies of any paper on file as provided for by this act, a fee in the amount of $25 for each copy certified. (9) The State Treasurer may issue copies of instruments on file as well as other copies, and for all of those copies, whether certified or not, a fee in the amount of $10 for the first page and $2 per page thereafter shall be paid. (10) Upon the receipt for filing of an application for certificate of authority as a foreign limited liability company under section 58 of this act or a certificate of cancellation under section 64 of this act, a fee in the amount of $125. (11) For preclearance of any document for filing, a fee in the amount of $100. (12) For preparing and providing a written report of a record search, a fee in the amount of $50. (13) For issuing any certificate of the State Treasurer, including but not limited to a certificate of good standing, other than a certification of a copy under paragraph (8) of this subsection, a fee in the amount of $50, except that for issuing any certificate of the State Treasurer that recites all of a limited liability company's filings with the State Treasurer, a fee of $100 shall be paid for each such certificate. (14) For receiving and filing or indexing any certificate, affidavit, agreement or any other paper provided for by this act, for which no different fee is specifically prescribed, a fee in the amount of $75. (15) The State Treasurer may in his discretion charge a fee of $50 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order. b. In addition to those fees charged under subsection a. of this section, there shall be collected by and paid to the State Treasurer the following: (1) for all services described in subsection a. of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $50; and (2) for all services described in subsection a. of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $25. The State Treasurer shall establish, and may from time to time amend, a schedule of specific fees payable pursuant to this subsection. c. The State Treasurer may in his discretion permit the extension of credit for the fees required by this section upon such terms as he shall deem to be appropriate. L.2012, c.50, s.93; amended 2019, c.149, s.13. 42:2C-94 Notices. 94. Notices. In computing the period of time for the giving of any notice: a. Required or permitted by this act; or b. Unless otherwise provided therein, an operating agreement, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. L.2012, c.50, s.94. 42:3-1. Under authority of R.S. 42:3-1 et seq. The principal place of business of an association formed under authority of R.S. 42:3-1 et seq. shall be established and maintained within this State. After the effective date of P.L. 1988, c. 130, no new limited partnership associations shall be formed pursuant to the provisions of R.S. 42:3-1 et seq. Amended 1988,c.130,s.38. 42:3-2. Amending statement 42:3-2. The persons desiring to amend the statement of the association shall a. Sign and acknowledge before some officer competent to take acknowledgment of deeds, a statement in writing which shall set forth: I. The full names of such persons; II. The amount of capital of the association subscribed for by each; III. The character of the subscription, and if in property other than cash, the description and valuation of such property; IV. The total amount of capital and when and how to be paid; V. The character of the business to be conducted and the location of the same; VI. The name of the association with the word "limited" added thereto as part of same; VII. The contemplated duration of the association, which shall not, in any case, exceed 20 years; and VIII. The names of the officers of the association selected in conformity with the provisions of this article. b. The amended statement shall be recorded in the office of the clerk of the county in which the principal place of business of the association shall be located. c. (Deleted by amendment, P.L. 1988, c. 130.) Amended 1988,c.130,s.39. 42:3-3. Use of word "limited" in name; display of name 1. The word "limited" shall be the last word of the name of every limited partnership association formed under the provisions of this article. 2. Every such association shall at all times conspicuously display its name, in letters easily legible, on the outside of every office or place in which the business of the association is carried on, and shall have its full name mentioned in legible characters in all instruments or writings used in the transaction of the business of the association. 3. The omission of the word "limited" in the use of the name of the association shall render any person who participates in such omission, or knowingly acquiesces therein, liable for any indebtedness, damage or liability arising therefrom. 42:3-4. Meetings of members of association; election of officers There shall be at least one meeting of the members of the association in each year, at one of which there shall be elected not less than three nor more than five managers of the association, one of whom shall be the chairman, one the treasurer and one the secretary, or one may be both treasurer and secretary. The managers and officers shall hold their respective offices for one year and until their successors are duly installed. 42:3-5. Contracting debts No debt shall be contracted, or liability incurred for a limited partnership association, except by one or more of its managers, and no liability for an amount exceeding five hundred dollars, except against the person incurring it, shall bind the association, unless reduced to writing and signed by at least two managers. 42:3-6. Real estate; purchase, ownership and disposition A limited partnership association may purchase and hold real estate and dispose of the same in fee simple, or less estate, the title thereof to be in the name adopted by the association, and shall be as valid and effectual as if the same were held in the individual names of the partners of the association. The title to any real estate acquired by any such association prior to March twenty-third, one thousand eight hundred and eighty-three, and held in the association name on that date, shall be as valid as if the same had been acquired under this section. Amended by L.1953, c. 40, p. 760, s. 5, eff. March 19, 1953. 42:3-7. Deeds, bonds and mortgages; execution and acknowledgment; seal Every deed or conveyance, and any bonds with or without coupons, and every mortgage for purchase or borrowed moneys made by a limited partnership association shall be made in the name adopted by the association, and shall be acknowledged by its chairman and secretary, and for the purposes of executing such instruments or writings, the association may adopt and use a common seal. 42:3-8. Actions by and against association; service of process A limited partnership association shall sue and be sued in its association name. When an action is brought against any such association, service shall be made upon the chairman, secretary or treasurer thereof, which service shall be as complete and effective as if made upon each and every member of the association. 42:3-9. Liability of individual members; executions The members of any limited partnership association shall not be liable under any judgment or order obtained against the association, or for any debt or engagement of the association, except that, if any execution, sequestration or other process in the nature of execution be issued against the property or effects of the association, and if there cannot be found sufficient thereof on which to levy or enforce such process, such execution, sequestration or other process may be issued against any of the members to the extent of the portions of their subscriptions respectively, in the capital of the association not then paid up. Amended by L.1953, c. 40, p. 760, s. 6, eff. March 19, 1953. 42:3-10. Execution against members; subscription book No execution of the kind mentioned in section 42:3-9 of this title shall issue against any member of a limited partnership association except upon an order of the court or a judge thereof in which the action or other proceeding was instituted. The court or judge may compel the production of the books of the association showing the names of the members thereof, and the amount of capital remaining to be paid upon their respective subscriptions, and, from such books or other sources of information, ascertain the truth in regard thereto, and may order execution to issue accordingly. The association shall keep a subscription list book for the aforesaid purpose, which shall be open to inspection by the creditors and members of the association at all reasonable times. 42:3-11. Interests deemed personal, transfer 42:3-11. Interests in a limited partnership association shall be personal estate, and may be transferred under such rules and regulations as the association may prescribe. No transferee of any interest, or the representative of any decedent member or of any insolvent member shall be entitled thereafter to any participation in the subsequent business of the association, unless he be elected thereto by a vote of the majority of the members in number and value of their interests. Any change of ownership in the property of the association, whether by sale, death, bankruptcy or otherwise, which shall not be followed by election to the association, shall entitle the owner only to his interest in the association at a price and upon terms to be mutually agreed upon, and in default of such agreement the price and terms shall be fixed by an appraiser appointed by the Superior Court subject to the approval of the court. Amended 1953,c.40,s.7; 1991,c.91,s.409. 42:3-12. Loan of association's credit, name or capital No limited partnership association shall loan its credit, its name or its capital to any of its members; but such loan may be made to any other person or association, with the consent in writing of a majority of the members in number and value of interest. 42:3-13. Division of profits of business A limited partnership association may, from time to time, divide the profits of its business in such manner and in such an amount as a majority of its managers may determine, which profits so divided shall not at the time diminish or impair the capital of the association. Any one consenting to a dividend which shall diminish or impair the capital shall be liable to any person interested or injured thereby to the amount of such diminution or impairment. 42:3-13.1. Renewal or continuation of term of existence; resolution; statement; recording Any such limited partnership association whose term is about to expire by limitation under the chapter to which this act is a supplement, may at any time within 5 years next preceding the expiration of such term, by a vote of a majority in number and value of interest of its members at any annual or special meeting of its members called for that purpose, renew or continue the existence of such limited partnership association for such further term, not exceeding 20 years from the expiration of its former term, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution, the chairman and secretary of the association shall make, sign and acknowledge a statement of renewal or continuance of the association which shall include the resolution authorizing such renewal or continuance certified by the secretary, which statement shall be recorded in the office of the clerk of the county where the original statement of the limited partnership association is recorded, and the record thereof or a certified copy of such record shall be prima facie evidence of the facts therein recited; provided that such limited partnership association shall at the time of filing such renewal statement pay the same fee as would be required in the case of an original formation of such association. L.1963, c. 141, s. 1, eff. Aug. 26, 1963. 42:3-13.2. Time of renewal Upon the recording of such statement of renewal in the office of the clerk of the proper county, such association shall be renewed; provided, however, that the renewed term of such limited partnership association shall begin from the expiration of its former term whether original or renewed, and an association whose term has thus been renewed shall be the same association with all the rights, powers, duties and obligations as theretofore. L.1963, c. 141, s. 2, eff. Aug. 26, 1963. 42:3-13.3. Successive periods of renewal or continuation; duration of period The term of a limited partnership association which has once been renewed or continued may, as provided herein, be further renewed or continued for successive periods, each of which shall not exceed 20 years. L.1963, c. 141, s. 3, eff. Aug. 26, 1963. 42:3-13.4. Dissatisfied member entitled to his interests; procedure 4. If any member of any such limited partnership association shall be dissatisfied with or object to any such renewal or continuance, then the member shall be entitled only to his interest in the association at a price and upon terms to be mutually agreed upon, and in default of such agreement, the price and terms shall be fixed by an appraiser appointed by the Superior Court, subject to the approval of the said court, and upon the payment of the interest as aforesaid, the said member shall transfer his interest to said association, to be disposed of by the managers, or be retained by them for the benefit of the remaining members. L.1963,c.141,s.4; amended 1991,c.91,s.410. 42:3-14. Dissolution; when authorized; notice; publication 1. A limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) may be dissolved: I. Whenever the period fixed for the duration of the association expires; II. Whenever by a vote of a majority in number and value of interest, it shall be so determined. 2. Notice of the dissolution shall be given by publication in two newspapers published in the proper city or county at least six consecutive times, and immediately upon the commencement of such publication the association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof. 42:3-15. Association continued for closing affairs Any limited partnership association formed under authority of article 1 of this chapter (s. 42:3-1 et seq.) shall, upon its expiration by its own limitations or its dissolution otherwise, be continued as such an association to enable it to prosecute and defend actions, to settle and close its affairs, dispose of and convey its property and assets of all kinds, both real and personal, and to divide its capital, but not for the purpose of continuing the business for which it was established. 42:3-16. Managers as trustees for purpose of settlement; powers The managers of any expired or dissolved limited partnership associations, or, where a vacancy exists at the time of or occurs subsequent to the expiration or dissolution, the surviving managers or manager shall be the trustees or trustee thereof, as the case may be. The trustees or trustee shall have full power to settle the affairs of the association, collect the outstanding debts, sell and convey the property and assets of all kinds, real and personal, and divide the moneys and other property among the members, after paying its debts, as far as such money and property shall enable them. The trustees shall have power to meet and act under regulations made by a majority of them. They or the survivor of them shall have power to prescribe the terms and conditions of sale of such property and may sell all or any part for cash, or partly on credit, or take mortgages and bonds for part of the purchase price for all or any part of such property. They may in their discretion compound and settle with any debtor or creditor of the association, or with persons having possession of its property, or in any way responsible to the association at the time of the expiration or dissolution thereof, or afterwards, upon such terms and in such manner as they shall deem just and beneficial to the association. The trustees or trustee may, in case of mutual dealings between the association and any person, allow just set-offs in favor of such person in all cases in which the same ought to be allowed, and they shall have full power to perform all such other acts as shall be necessary to carry out the provisions of this article. Amended by L.1953, c. 40, p. 761, s. 8, eff. March 19, 1953. 42:3-17. Trustees may sue or be sued The managers, constituted trustees as provided by section 42:3-16 of this title, may sue for and recover the debts owing to and the property of the association, in the name of the association, and may be sued by the same name, or in their own names or individual capacities, for the debts owing by such association, and shall be jointly and severally liable for such debts, to the amount of the moneys and property of the association coming into their possession as trustees. 42:3-18. Validity of deed made by trustees When any deed or conveyance of real or personal property of any expired or dissolved limited partnership association shall be made, executed and delivered by the trustees thereof, the title of the purchaser or grantee in such deed to the real estate or personal property conveyed thereby shall be valid and effectual in law or equity, as fully and completely as if the same were conveyed by the association and all of its individual partners or members before, or by all of its individual partners or members after, the expiration or dissolution of the association. 42:3-19. Receiver for expired or dissolved association; application; summary hearing Any creditor or member of any limited partnership association which has expired by its own limitation, or been otherwise dissolved, or which shall so expire or be dissolved may, at any time after such expiration or dissolution in an action apply to the Superior Court for the appointment of a receiver or receivers for the association. The court upon such notice as it may direct, may proceed in a summary manner or otherwise. Amended by L.1953, c. 40, p. 762, s. 9, eff. March 19, 1953. 42:3-20. Designation or appointment of trustees or receivers If, in the action under section 42:3-19 of this Title, it shall appear to the court that such association has so expired or been dissolved, it may either continue the managers acting as such at the expiration or dissolution of the association, or the surviving managers or manager, trustees or trustee as provided by section 42:3-16 of this Title, or appoint one or more persons to be receivers of such association, and the creditors and members thereof. Amended by L.1953, c. 40, p. 762, s. 10, eff. March 19, 1953. 42:3-21. General powers of trustees or receivers The receivers appointed under authority of section 42:3-20 of this Title, shall have full power and authority to demand, sue for, collect, receive and take into their possession all the property, both real and personal of every description, belonging to the association, and to sue for the recovery of any estate, property, damages or demands existing in favor of the association. The receivers may, in their discretion, compound and settle with any debtor or creditor of the association, or with persons having possession of its property or responsible to the association at the time of its expiration or dissolution or afterwards, upon such terms as such receivers shall deem just and beneficial to the association. The receivers may, in the case of mutual dealings between the association and any person, allow just set-offs in favor of such person where the same ought to be allowed. The receivers shall also have power and authority to do all other acts which might be done by the association if in being, and that may be necessary for the final settlement of the unfinished business of the association. Amended by L.1953, c. 40, p. 762, s. 11, eff. March 19, 1953. 42:3-22. Sale of property of association by receivers The receivers appointed under authority of section 42:3-20 of this Title shall have power to sell, convey and assign all of the estates, property, rights and interests of the association, and shall hold and dispose of the proceeds of any such sale under the direction of the Superior Court. The title of the grantees or purchasers to the lands and property thus conveyed and assigned by said receivers shall be the same as if the property had been sold, conveyed and assigned by the association and all of its individual partners or members before the expiration or dissolution thereof or by all of the individual partners or members after the expiration or dissolution. Amended by L.1953, c. 40, p. 763, s. 12, eff. March 19, 1953. 42:3-23. Continuance of powers of trustees The powers and authority vested in the receivers appointed under authority of section 42:3-20 of this Title may be continued as long as the Superior Court shall deem necessary. Amended by L.1953, c. 40, p. 763, s. 13, eff. March 19, 1953. 42:3-24. Application for injunctive relief and for receivers or trustees for insolvent association Any creditor or member of any limited partnership association formed under authority of article one of this chapter (s. 42:3-1 et seq.) which has become or is or shall become insolvent, or which has or shall suspend its ordinary business for want of funds to carry on the same, or the business of which has been and is being conducted at a great loss, greatly prejudicial to the interest of its creditors or members, may in an action apply to the Superior Court for injunctive relief and the appointment of a receiver or receivers or trustee or trustees for the association. Amended by L.1953, c. 40, p. 763, s. 14, eff. March 19, 1953. 42:3-25. Injunctive relief The court may proceed in the action in a summary manner or otherwise. If it shall appear to the court that the association has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public and advantage to the members, it may provide injunctive relief to restrain the association, and its officers and agents, from exercising any of its privileges or franchises and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its estate, moneys, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court shall otherwise order. Amended by L.1953, c. 40, p. 764, s. 15, eff. March 19, 1953. 42:3-26. Appointment of receivers or trustees when injunctive relief granted The Superior Court, at the time of providing injunctive relief as stated in section 42:3-25 of this Title, or at any time thereafter, may appoint a receiver or receivers or trustees for the creditors and members of the association, who shall have all the powers and authority, rights and privileges, in this article prescribed and conferred upon the receiver or receivers hereinbefore provided for. Amended by L.1953, c. 40, p. 764, s. 16, eff. March 19, 1953. 42:3-27. Oath of receivers or trustees; filing Every receiver or trustee shall, before assuming the duties of his office, enter into such bond and comply with such terms as the court may prescribe, and take and subscribe the following oath: "I, , do swear that I will faithfully, honestly and impartially execute the powers and trusts reposed in me as receiver (or trustee), for the creditors and members of the , and that without favor or affection." Such oath shall be filed in the office of the Clerk of the Superior Court within ten days after the taking thereof. Amended by L.1953, c. 40, p. 765, s. 17, eff. March 19, 1953. 42:3-28. Jurisdiction of Superior Court The Superior Court shall have jurisdiction of the actions provided for in this article, and all questions arising therein, and may make such orders and judgments therein as justice and equity shall require. Amended by L.1953, c. 40, p. 765, s. 18, eff. March 19, 1953. 42:3-29. Creditors paid pro rata; disposition of balance Receivers or trustees of a limited partnership association appointed under the provisions of this article shall pay ratably, as far as possible, out of the funds of the expired, dissolved or insolvent association, all the creditors of the association who shall prove their debts or claims as directed by the court. Any balance remaining after the payment of the debts of the association and the necessary expenses of administration shall be distributed among the members of the association. 42:4-1. Purpose and construction of article This article is remedial, provides additional remedies, and shall be liberally construed to effect its purpose, which is to permit the Superior Court speedily to dispose of actions involving dissolution of partnerships and the distribution of assets, and to prevent the acquisition of liens and preferences after the commencement of an action looking toward the distribution of the assets of a partnership amongst creditors. It shall not be so construed as to deprive the Superior Court of any of its existing jurisdiction. Amended by L.1953, c. 40, p. 765, s. 20, eff. March 19, 1953. 42:4-2. Distribution of assets, action for When an action is brought in the Superior Court for the dissolution of a partnership, with a view to a distribution of assets amongst creditors and others entitled thereto, the court may proceed in the action in a summary manner or otherwise. Amended by L.1953, c. 40, p. 765, s. 21, eff. March 19, 1953. 42:4-7. Temporary receiver or other custodian of property On application at the time of the commencement of the action or at any subsequent time before or after a judgment of dissolution or other judgment, the court may appoint a temporary receiver or may charge the persons in actual control of the partnership assets as trustees under appointment by and accountable to the court, and, from the time of the making of such order, the property of the partnership shall, until an order of the court made to the contrary, be considered as in custodia legis, with a view to ultimate distribution amongst creditors and others entitled to participate therein. Amended by L.1953, c. 40, p. 766, s. 26, eff. March 19, 1953. 42:4-8. Order to file claims and bar creditors The court may, either before or after a judgment of dissolution, make an order directing creditors to file their claims within such reasonable time as the court shall, by special order, prescribe and may make an order barring creditors. Amended by L.1953, c. 40, p. 766, s. 27, eff. March 19, 1953. 42:4-9. Procedure on dissolution and winding up The proceedings upon the dissolution and winding up of a partnership shall be as near as may be similar to those provided for the winding up of corporations under Title 14, Corporations, General. Amended by L.1953, c. 40, p. 766, s. 28, eff. March 19, 1953. 42:4-13. Dissolution authorized; application; order of dissolution If a member of a partnership is adjudicated incapacitated, the court may on application of another partner or other person as the court shall determine to be entitled to make the application, dissolve the partnership. The court may proceed in the action in a summary manner or otherwise. Amended by L.1953, c. 40, p. 767, s. 32, eff. March 19, 1953; 2013, c.103, s.113. 42:4-14. Powers and duties of guardian in general When a partnership is dissolved as provided by R.S.42:4-13, or is otherwise dissolved, and a partner has been adjudicated incapacitated, the guardian of the partner who is incapacitated, in the name and on behalf of that partner, may concur with the other partners or other persons interested in disposing of the partnership property, as directed by the court. Amended by L.1953, c. 40, p. 767, s. 33, eff. March 19, 1953; 2013, c.103, s.114. 42:4-15. Conveyances by guardian. 42:4-15. The guardian mentioned in R.S.42:4-14 may make and execute all conveyances and do all things necessary to effectuate the provisions of this article and shall also dispose of all money or property received for, from, or on account of the share or interest in the partnership of the partner who is mentally incapacitated, as the court may direct. Amended by L.1953, c. 40, p. 767, s. 34, 2013, c.103, s.115. 42:5-1. Separate compromise with creditors by individual partner Whenever any partnership has been or shall be dissolved by mutual consent or otherwise, any partner may make a separate composition or compromise with any one or all of the creditors of such partnership, and such composition or compromise shall be a full discharge to the partner making the same, and to him only, of and from all liability, incurred by reason of his connection with the partnership, to the creditors with whom the compromise is made. 42:5-2. Debtor to take creditor's memorandum; use in evidence Every partner making a composition or compromise under authority of section 42:5-1 of this title shall take from the creditors with whom he may make the same, a note or memorandum, in writing, exonerating him from any individual liability incurred by reason of his connection with such partnership, which note or memorandum may be pleaded in bar of the creditors' rights of recovery against him. 42:5-3. Discharge of judgment debt by filing acknowledged memorandum If the individual liability of a partner is upon a judgment of any court of record in this state, the clerk of such court shall, upon the filing with him of the note or memorandum mentioned in section 42:5-2 of this title, acknowledged by the parties making it as satisfactions of judgments are required to be acknowledged, discharge such judgment of record in so far as the compromising partner is concerned, and the ratable portion of the partner so released shall be credited as a payment on account of the judgment. 42:5-4. Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners 1. A compromise or composition with individual members of a partnership shall not: a. Discharge the other copartners; b. Impair the right of any creditor to proceed at law or in equity against such copartners who have not been discharged for the balance of said partnership debt after the ratable portion of said debtor so released shall have been deducted therefrom. 2. No such compromise or composition shall prevent any member of the partnership not discharged thereby from: a. Using as a set-off any demand against such creditors which could have been set off had suit been brought against all the individuals composing such firm; b. Availing himself of any defense at law or in equity, except that he shall not set up the discharge of one individual as a discharge of the other copartners other than to the extent of the ratable portion of such discharged individual, unless it shall appear that all were intended to be so discharged. 42:5-5. Liability to copartners continues No compromise or composition of an individual partner with a creditor of such partnership shall in any way affect the right of the other copartners to call on such individual for his ratable portion of such partnership debt. 42:6-1. Application for injunction and receivers or trustees; procedure When any voluntary association, carrying on business with partnership liabilities, is or shall become insolvent, has suspended or shall suspend its ordinary business for want of funds to carry on the same, or whose debts are unpaid and whose business is unsettled, any creditor or member of such association may in an action apply to the Superior Court for injunctive relief and the appointment of receivers or trustees for the winding up of the business and payment of the debts of the association. Thereupon the court may proceed in the action in a summary manner or otherwise and the proceedings shall be as near as may be similar to those provided by law for winding up insolvent corporations. Amended by L.1953, c. 40, p. 767, s. 35, eff. March 19, 1953. 42:6-2. List of members filed with clerk of Superior Court Upon the commencement of the action process shall issue, directed to the trustees or managers of the association as in other cases, who shall, on penalty of being proceeded against as for contempt, file, with the clerk of the Superior Court within ten days after service of process, a duly verified list of the names of all members of the association, with their several places of residence. Such members shall be made defendants to the action. Amended by L.1953, c. 40, p. 768, s. 36, eff. March 19, 1953. 42:6-5. Notice to creditors to file claims The receivers or trustees appointed for the association shall give such notice as the court may direct to the creditors thereof, requiring them to file with them any claims they may have against the association, within such time as the court may direct, or be barred from all relief under the proceedings had by virtue of this chapter. Amended by L.1953, c. 40, p. 768, s. 39, eff. March 19, 1953. 42:6-7. Assessments on members to pay claims If it shall appear by the report filed by the receivers or trustees that the assets of the association are insufficient to pay its debts and the expenses attending the winding up of the same, the court may assess against each member thereof a sum to be paid by him to the receivers or trustees in liquidation of such indebtedness. In making the assessment, the court may inquire into the solvency or ability of the members to pay the same, in order to assess sufficient moneys to pay all claims. If a sufficient amount to pay all claims is not assessed at one time, the court may, from time to time, make additional assessments, until an amount sufficient to satisfy all claims is obtained. Amended by L.1953, c. 40, p. 768, s. 41, eff. March 19, 1953. 42:6-8. Actions by receivers or trustees for assessments on members The receivers or trustees of the association shall have authority to maintain, in their own names as receivers or trustees, actions in any court of competent jurisdiction in this state for the collection of the amounts assessed against the members of the association. 42:6-9. Repayment of excess of funds derived from assessments If, on the final account of the receivers or trustees, it shall appear that, as a result of the assessments made under section 42:6-7 of this title, more funds have been realized and remain unexpended in the hands of the receivers or trustees than are necessary to satisfy all claims against the association and the expenses of the proceedings under this chapter, such surplus shall be repaid pro rata to those who have contributed thereto. 42:6-10. Associations dissolved; when Upon the final settlement of the accounts of the receivers or trustees and the payment of the debts of the association, the same shall be dissolved.