TITLE 42 - PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS
- Section 42:1A
- 42:1A-1 - Short title
- 42:1A-10 - Formation of partnership; rules for determining formation
- 42:1A-11 - Property of the partnership
- 42:1A-12 - Acquisition of partnership property; presumptions
- 42:1A-13 - Partner considered agent of partnership; limitation
- 42:1A-14 - Transfer of partnership property
- 42:1A-15 - Statement of partnership authority; filing
- 42:1A-16 - Statement of denial; limitation on authority
- 42:1A-17 - Partnership liable for loss, injury
- 42:1A-18 - Partnership obligations; liability of partners
- 42:1A-19 - Suits, actions by or against partnership; satisfaction of judgments
- 42:1A-2 - Definitions relative to partnerships
- 42:1A-20 - Partnership by representation; liability
- 42:1A-21 - Rights and duties of partners
- 42:1A-22 - Distributions in kind
- 42:1A-23 - Books, records; rendering of information
- 42:1A-24 - Fiduciary duties
- 42:1A-25 - Legal actions
- 42:1A-26 - Continuation of partnership beyond term or undertaking
- 42:1A-27 - Partner not co-owner
- 42:1A-28 - Transferable interest of partner
- 42:1A-29 - Transfer of partner's interest
- 42:1A-3 - Explanation of knowledge, notice; giving, receiving notice
- 42:1A-30 - Orders charging transferable interests; effects
- 42:1A-31 - Dissociation from partnership; events causing
- 42:1A-32 - Dissociation of partners; wrongful conditions
- 42:1A-33 - Dissociation; effects on partnership, partner
- 42:1A-34 - Dissociation not resulting in dissolution; buyout; damages
- 42:1A-35 - Partnership bound by act of dissociated partner; conditions; liability
- 42:1A-36 - Dissociated partner's liability
- 42:1A-37 - Statement of dissociation
- 42:1A-38 - Continued use of name relative to liability
- 42:1A-39 - Dissolution of partnership; winding up, event causing
- 42:1A-4 - Agreement governing partners, partnership; prohibited terms
- 42:1A-40 - Dissolution, continuation for purpose of winding up
- 42:1A-41 - Postdissolution, rights, duties on winding up
- 42:1A-42 - Partner's act after dissolution
- 42:1A-43 - Statement of dissolution, effects of filing
- 42:1A-44 - Liability after dissolution
- 42:1A-45 - Rights of partners to application of partnership assets; settlement of accounts
- 42:1A-46 - Other business entity; merger or consolidation; effect of certificate
- 42:1A-47 - Limited liability partnership; qualification as
- 42:1A-48 - Name of limited liability partnership
- 42:1A-49 - Annual report; filing
- 42:1A-5 - Principles of law and equity applicable; rate of interest determined
- 42:1A-50 - Foreign limited liability partnership; law governing, effect in this State
- 42:1A-51 - Statement of foreign qualification; filing
- 42:1A-52 - Foreign qualification required; effects of failure
- 42:1A-53 - Activities not considered transacting business
- 42:1A-54 - Restraint of foreign limited liability partnership
- 42:1A-55 - Applicability, construction of act
- 42:1A-56 - No retroactive effects
- 42:1A-6 - Statements filed in the Division of Commercial Recording; effects, fees
- 42:1A-7 - Law governing relations among partners, between partners and partnership
- 42:1A-8 - Partnership governed by this act and its amendments
- 42:1A-9 - Entity as partnership; limited partnership
- Section 42:2A
- 42:2A-1 - Short title
- 42:2A-10 - What business authorized
- 42:2A-11 - Business transactions of partner with partnership
- 42:2A-12 - Nature of partnership interest
- 42:2A-13 - County clerk to transmit documents to Secretary of State
- 42:2A-14 - Certificate of limited partnership
- 42:2A-14.1 - Certificates of limited partnerships formed prior to April 1, 1985
- 42:2A-15 - Time when partnership formed
- 42:2A-16 - Amendment to certificate
- 42:2A-16.1 - Certificate of correction
- 42:2A-17 - When amendment to certificate required
- 42:2A-18 - Cancellation of certificate
- 42:2A-19 - Execution of certificate
- 42:2A-2 - Rules of construction
- 42:2A-20 - Amendment or cancellation by judicial act
- 42:2A-21 - Filing in office of Secretary of State; effect of filing
- 42:2A-22 - Liability for false statement in certificate
- 42:2A-23 - Notice
- 42:2A-24 - Delivery of certificates to limited partners
- 42:2A-25 - Admission of additional limited partners
- 42:2A-26 - Voting
- 42:2A-27 - Liability to third parties
- 42:2A-28 - Person erroneously believing himself a limited partner
- 42:2A-29 - Right to information
- 42:2A-29.1 - Notice of limited partners' meetings
- 42:2A-29.2 - Waiver of notice of lapse of time
- 42:2A-29.3 - Action by limited partners
- 42:2A-29.4 - Fixing record date
- 42:2A-29.5 - Limited partnership interests held jointly or as tenants in common
- 42:2A-3 - When Uniform Partnership Law applicable
- 42:2A-30 - Admission of additional general partners
- 42:2A-31 - Events of withdrawal of a general partner
- 42:2A-32 - General powers and liabilities
- 42:2A-33 - Contributions by general partner; profits and losses; distributions
- 42:2A-33.1 - One person as both general and limited partner
- 42:2A-34 - Voting
- 42:2A-35 - Form of contribution by partners
- 42:2A-36 - Liability of partner for contribution
- 42:2A-37 - Sharing of profits and losses
- 42:2A-38 - Sharing of distributions
- 42:2A-39 - Interim distributions
- 42:2A-4 - Existing limited partnerships brought under this chapter
- 42:2A-40 - Withdrawal of general partner
- 42:2A-41 - Withdrawal of limited partner
- 42:2A-42 - Distribution upon withdrawal
- 42:2A-43 - Distribution in cash or kind
- 42:2A-44 - Right to distribution
- 42:2A-45 - Limitations on distribution
- 42:2A-46 - Liability upon return of contribution
- 42:2A-47 - Assignment of partnership interest; rights of assignee
- 42:2A-48 - Rights of judgment creditor of a partner
- 42:2A-49 - Right of assignee to become limited partner; rights, restrictions and liabilities
- 42:2A-5 - Definitions relative to limited partnerships
- 42:2A-50 - Power of personal representative of deceased or incompetent person; representative or successor of corporation, trust or other entity
- 42:2A-51 - Dissolution
- 42:2A-52 - Judicial dissolution
- 42:2A-53 - Right to wind up partnership affairs
- 42:2A-54 - Distribution of assets
- 42:2A-55 - Law governing
- 42:2A-57 - Application for certificate of authority to transact business
- 42:2A-58 - Changes in and amendments to application for certificate
- 42:2A-59 - Cancellation of certificate of authority to do business in the State
- 42:2A-6 - Name of limited partnership
- 42:2A-6.1 - Use of name other than actual limited partnership name
- 42:2A-60 - Transacting business without certificate of authority
- 42:2A-61 - Injunction against foreign limited partnership
- 42:2A-62 - Right of action
- 42:2A-63 - Proper plaintiff
- 42:2A-64 - Pleading
- 42:2A-65 - Security for expenses
- 42:2A-66 - Expenses
- 42:2A-67 - Indemnification of general partner
- 42:2A-68 - Filing fee of the State Treasurer
- 42:2A-69 - Annual report to the State Treasurer by domestic limited partnerships
- 42:2A-7 - Reservation of name
- 42:2A-70 - Annual report to State Treasurer by foreign limited partnership
- 42:2A-71 - Rules and regulations
- 42:2A-72 - Exemption from filing business name certificates
- 42:2A-8 - Registered office and registered agent
- 42:2A-8.1 - Change of registered office or agent
- 42:2A-8.2 - Resignation of registered agent
- 42:2A-9 - Records to be kept and maintained at the principal office
- Section 42:2B
- 42:2B-1 - Short title
- 42:2B-10 - Indemnification powers
- 42:2B-11 - Certificate of formation; filing
- 42:2B-12 - Certificate of correction; filing
- 42:2B-13 - Amending a certificate of formation
- 42:2B-14 - Cancellation of certificate of formation; filing of certificate of cancellation
- 42:2B-15 - Execution of certificates
- 42:2B-16 - Action to compel execution of certificate, agreement
- 42:2B-17 - Filing of certificates; effectiveness
- 42:2B-18 - Certificate of formation serves as notice
- 42:2B-19 - Restated certificate of formation
- 42:2B-2 - Definitions relative to limited liability companies
- 42:2B-21 - Members of limited liability company, interest
- 42:2B-22 - Operating agreement, classes of members
- 42:2B-23 - Debts, obligations, liabilities
- 42:2B-24 - Dissociation of membership
- 42:2B-24.1 - Rights of dissociated member
- 42:2B-25 - Information; member's rights; manager's rights
- 42:2B-26 - Provisions of operating agreement on performance of members
- 42:2B-27 - Management of company, control
- 42:2B-28 - Manager as member
- 42:2B-29 - Operating agreement provisions for classes and groups of managers
- 42:2B-3 - Name of limited liability company
- 42:2B-30 - Provisions of operating agreement on performance of managers
- 42:2B-31 - Protection for member, manager for reliance on information
- 42:2B-32 - Member contributions
- 42:2B-33 - Obligations of members for contributions promised
- 42:2B-34 - Allocation of profits and losses
- 42:2B-35 - Distributions of cash, other assets
- 42:2B-36 - Distributions to member prior to resignation, dissolution, winding up
- 42:2B-37 - Resignation of manager
- 42:2B-38 - Resignation of member
- 42:2B-39 - Distribution to resigning member
- 42:2B-4 - Conditions for use of alternate name; certificate of registration
- 42:2B-40 - Member distributions limited to cash
- 42:2B-41 - Creditor status for member entitled to distribution
- 42:2B-42 - Distributions to members, limitations; violations, liability
- 42:2B-43 - Company interest, personal property
- 42:2B-44 - Company interest assignable; rights of assignee
- 42:2B-45 - Rights of judgment creditor of member
- 42:2B-46 - Conditions for assignee becoming member; rights, obligations, liability
- 42:2B-47 - Death, incompetence of member
- 42:2B-48 - Dissolution, wind up
- 42:2B-49 - Dissolution by decree
- 42:2B-49.1 - Notice by dissolved company requiring creditors to present claims in writing; "creditor" defined
- 42:2B-49.2 - Creditors not complying barred from suing, exceptions
- 42:2B-5 - Exclusive use, reservation of specified name
- 42:2B-50 - Wind-up of affairs; appointment of liquidating trustee; liability not affected, imposed
- 42:2B-51 - Distribution of assets upon winding up; payment of claims, obligations
- 42:2B-52 - Laws governing foreign company
- 42:2B-53 - Application for registration
- 42:2B-54 - Approval of application
- 42:2B-55 - Certificate correcting statement
- 42:2B-56 - Cancellation of registration
- 42:2B-57 - Registration of foreign liability company; liability; violations, penalties
- 42:2B-58 - Jurisdiction; injunctive relief; summary proceedings
- 42:2B-59 - Application of C.42:2B-15 to foreign companies
- 42:2B-6 - Company office; agent
- 42:2B-60 - Action by member
- 42:2B-61 - Derivative actions
- 42:2B-62 - Contents of complaint
- 42:2B-63 - Entitlement to security
- 42:2B-64 - Award to plaintiff
- 42:2B-65 - Fees
- 42:2B-66 - Liberal construction.
- 42:2B-67 - Rules of law and equity govern
- 42:2B-68 - Provisions of act subject to change
- 42:2B-69 - Taxation classification
- 42:2B-7 - Agent resignation; successor
- 42:2B-70 - Filings, reports
- 42:2B-8 - Purpose of limited liability company; powers
- 42:2B-8.1 - Annual report by limited liability company to Secretary of State
- 42:2B-9 - Members', managers' rights, obligations
- Section 42:3
- 42:3-1 - Under authority of R.S. 42:3-1 et seq
- 42:3-10 - Execution against members; subscription book
- 42:3-11 - Interests deemed personal, transfer
- 42:3-12 - Loan of association's credit, name or capital
- 42:3-13 - Division of profits of business
- 42:3-13.1 - Renewal or continuation of term of existence; resolution; statement; recording
- 42:3-13.2 - Time of renewal
- 42:3-13.3 - Successive periods of renewal or continuation; duration of period
- 42:3-13.4 - Dissatisfied member entitled to his interests; procedure
- 42:3-14 - Dissolution; when authorized; notice; publication
- 42:3-15 - Association continued for closing affairs
- 42:3-16 - Managers as trustees for purpose of settlement; powers
- 42:3-17 - Trustees may sue or be sued
- 42:3-18 - Validity of deed made by trustees
- 42:3-19 - Receiver for expired or dissolved association; application; summary hearing
- 42:3-2 - Amending statement
- 42:3-20 - Designation or appointment of trustees or receivers
- 42:3-21 - General powers of trustees or receivers
- 42:3-22 - Sale of property of association by receivers
- 42:3-23 - Continuance of powers of trustees
- 42:3-24 - Application for injunctive relief and for receivers or trustees for insolvent association
- 42:3-25 - Injunctive relief
- 42:3-26 - Appointment of receivers or trustees when injunctive relief granted
- 42:3-27 - Oath of receivers or trustees; filing
- 42:3-28 - Jurisdiction of Superior Court
- 42:3-29 - Creditors paid pro rata; disposition of balance
- 42:3-3 - Use of word "limited" in name; display of name
- 42:3-4 - Meetings of members of association; election of officers
- 42:3-5 - Contracting debts
- 42:3-6 - Real estate; purchase, ownership and disposition
- 42:3-7 - Deeds, bonds and mortgages; execution and acknowledgment; seal
- 42:3-8 - Actions by and against association; service of process
- 42:3-9 - Liability of individual members; executions
- Section 42:4
- 42:4-1 - Purpose and construction of article
- 42:4-13 - Dissolution authorized; application; order of dissolution
- 42:4-14 - Powers and duties of guardian in general
- 42:4-15 - Conveyances by guardian; disposition of mental incompetent's share of partnership
- 42:4-2 - Distribution of assets, action for
- 42:4-7 - Temporary receiver or other custodian of property
- 42:4-8 - Order to file claims and bar creditors
- 42:4-9 - Procedure on dissolution and winding up
- Section 42:5
- 42:5-1 - Separate compromise with creditors by individual partner
- 42:5-2 - Debtor to take creditor's memorandum; use in evidence
- 42:5-3 - Discharge of judgment debt by filing acknowledged memorandum
- 42:5-4 - Compromise with one partner not to discharge copartners; effect on rights between creditors and copartners
- 42:5-5 - Liability to copartners continues
- Section 42:6
- 42:6-1 - Application for injunction and receivers or trustees; procedure
- 42:6-10 - Associations dissolved; when
- 42:6-2 - List of members filed with clerk of Superior Court
- 42:6-5 - Notice to creditors to file claims
- 42:6-7 - Assessments on members to pay claims
- 42:6-8 - Actions by receivers or trustees for assessments on members
- 42:6-9 - Repayment of excess of funds derived from assessments