N.J. Stat. tit. 42, ch. 3

N.J. Stat. tit. 42, ch. 3
in effect

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:3-4 § 42:3-4

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.

N.J. Stat. § 42:3-5 § 42:3-5

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.

N.J. Stat. § 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.

N.J. Stat. § 42:3-7 § 42:3-7

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.

N.J. Stat. § 42:3-8 § 42:3-8

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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:3-12 § 42:3-12

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.

N.J. Stat. § 42:3-13 § 42:3-13

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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:3-17 § 42:3-17

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.

N.J. Stat. § 42:3-18 § 42:3-18

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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 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.

N.J. Stat. § 42:3-29 § 42:3-29

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.
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