N.J. Stat. § 42:2A-14

Current through L. 2024, c. 87.

Section 42:2A-14 - 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.

N.J.S. § 42:2A-14

L.1983, c.489, s.13; amended 1984, c.245, s.6; 1988, c.130, s.6.