Limited Partnership Agreement (New Jersey)

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A NEW JERSEY LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, each of whom is identified herein as either a General Partner or a Limited Partner of the Partnership formed under the laws of the State of New Jersey.

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under and pursuant to the New Jersey Uniform Limited Partnership Law, N.J.S.A. 42:2A-1 et seq. (the "Act"), for the purposes and upon the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to execute and file a Certificate of Limited Partnership with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, in accordance with N.J.S.A. 42:2A-11;

WHEREAS, the parties have agreed to the respective capital contributions, allocations of profits and losses, distributions, and management responsibilities as set forth herein;

WHEREAS, the General Partner(s) shall have the exclusive authority and responsibility for the management and conduct of the Partnership's business and affairs, and the Limited Partner(s) shall not participate in the control of the Partnership's business, consistent with N.J.S.A. 42:2A-27 and to preserve the limited liability protection afforded to Limited Partners;

WHEREAS, the parties desire to define and memorialize their respective rights, duties, powers, obligations, and liabilities with respect to the Partnership and its business and affairs;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the New Jersey Uniform Limited Partnership Law, N.J.S.A. 42:2A-1 et seq., as amended from time to time.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person through ownership of voting securities, contractual rights, or otherwise.

(c) "Agreement" means this Limited Partnership Agreement, as it may be amended, modified, supplemented, or restated from time to time in accordance herewith.

(d) "Assignee" means a transferee of a Partnership Interest who has not been admitted as a substitute Limited Partner pursuant to N.J.S.A. 42:2A-44.

(e) "Available Cash" means, for any fiscal period, all cash receipts of the Partnership from all sources during such period, less (i) all cash disbursements during such period, and (ii) all amounts set aside by the General Partner as reserves for working capital, capital expenditures, debt service, contingencies, tenant improvements, leasing commissions, and other reasonable Partnership purposes.

(f) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition under the federal Bankruptcy Code or any state insolvency statute; (ii) the entry of an order for relief in an involuntary bankruptcy case not dismissed within ninety (90) days; (iii) a general assignment for the benefit of creditors; or (iv) the appointment of a receiver, trustee, or liquidator not vacated within ninety (90) days.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Article V and Treasury Regulations Section 1.704-1(b)(2)(iv).

(h) "Capital Contribution" means the total amount of cash and the agreed fair market value of property (net of liabilities secured thereby) contributed or agreed to be contributed by a Partner to the capital of the Partnership, as permitted by N.J.S.A. 42:2A-34.

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, pursuant to N.J.S.A. 42:2A-11, as amended from time to time.

(j) "Code" means the Internal Revenue Code of 1986, as amended.

(k) "Distribution" means a transfer of money or other property from the Partnership to a Partner in the Partner's capacity as a Partner or to an Assignee.

(l) "Division of Revenue" means the New Jersey Division of Revenue and Enterprise Services within the Department of the Treasury.

(m) "Fiscal Year" means the fiscal year of the Partnership as set forth in Section 16.1.

(n) "General Partner" means any Person admitted as a general partner under this Agreement and the Act who has not withdrawn.

(o) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including all rights to participate in profits, losses, and distributions, and, in the case of a General Partner, the right to manage and control the business.

(p) "Limited Partner" means any Person admitted as a limited partner under this Agreement and the Act who has not withdrawn or been removed.

(q) "Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to vote.

(r) "Net Profits" and "Net Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss as determined under Code Section 703(a), with appropriate adjustments.

(s) "New Jersey Division of Taxation" means the New Jersey Division of Taxation within the Department of the Treasury, the agency administering New Jersey tax law.

(t) "Partner" means a General Partner or a Limited Partner.

(u) "Percentage Interest" means the percentage set forth opposite each Partner's name in Exhibit A, as adjusted from time to time.

(v) "Person" means an individual, corporation, limited liability company, partnership, limited partnership, trust, estate, association, or other entity or organization.

(w) "Principal Office" means the principal office of the Partnership set forth in Section 2.4.

(x) "State Treasurer" means the Treasurer of the State of New Jersey.

(y) "Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, bequest, or other disposition of a Partnership Interest, voluntary, involuntary, or by operation of law.

(z) "Treasury Regulations" means the federal income tax regulations promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to the Act. All persons who will initially serve as General Partners shall execute and file the Certificate of Limited Partnership with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, in accordance with N.J.S.A. 42:2A-11. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The address of the office and the name and address of the agent for service of process required to be maintained by N.J.S.A. 42:2A-9;

(d) The latest date upon which the limited partnership is to dissolve (if applicable); and

(e) Any other matters the General Partners determine to include.

The limited partnership is formed at the time of the filing of the Certificate with the Division of Revenue, or at any later time specified in the Certificate, if there has been substantial compliance with N.J.S.A. 42:2A-11.

Section 2.2 Name. The name of the Partnership shall be:

[________________________________], Limited Partnership

The name shall comply with N.J.S.A. 42:2A-7 and shall contain the words "limited partnership" without abbreviation (New Jersey law does not permit the use of "L.P." or "LP" as the sole designation in the Partnership name). The name shall 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 unless the business of the Partnership had been carried on under that name before the admission of such Limited Partner.

Section 2.3 Designated Office and Agent. The designated office and agent for service of process in New Jersey, as required by N.J.S.A. 42:2A-9, shall be:

Designated Office Address: [________________________________]

[________________________________], New Jersey [____]

Agent for Service of Process: [________________________________]

Agent Address: [________________________________]

[________________________________], New Jersey [____]

The General Partner may change the designated office or agent by filing the appropriate amendment with the Division of Revenue. If the agent resigns, the General Partner shall promptly appoint a successor.

Section 2.4 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]

[________________________________], New Jersey [____]

The General Partner may relocate the principal office upon written notice to all Partners.

Section 2.5 Term and Duration. The Partnership shall commence on the date the Certificate of Limited Partnership is filed with the Division of Revenue (or such later date as specified therein) and shall continue until:

☐ [__/__/____] (the date specified in the Certificate as the latest date upon which the Partnership is to dissolve); OR

☐ Until dissolved in accordance with Article XV and the Act (no fixed termination date).

Section 2.6 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental or related thereto, and to engage in any other lawful business that a limited partnership may conduct under the laws of the State of New Jersey, consistent with N.J.S.A. 42:2A-19.

Section 2.7 Foreign Qualification. The General Partner is authorized to cause the Partnership to qualify as a foreign limited partnership in any jurisdiction in which the Partnership transacts business and to execute and file all required certificates and documents.

Section 2.8 Title to Property. All property of the Partnership shall be owned by the Partnership as an entity. No Partner individually has any ownership interest in Partnership property.

ARTICLE III: PARTNERS

Section 3.1 General Partner(s). The name(s) and address(es) of the General Partner(s) are:

No.	Name of General Partner	Business Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.2 Limited Partner(s). The name(s) and address(es) of the Limited Partner(s) are:

No.	Name of Limited Partner	Business Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.3 Representations and Warranties. Each Partner represents and warrants that:

(a) Such Partner has full legal capacity, right, power, and authority to enter into this Agreement and to perform all obligations hereunder;

(b) This Agreement is a legal, valid, and binding obligation of such Partner;

(c) Such Partner is acquiring the Partnership Interest solely for investment and for such Partner's own account and not for resale or distribution in violation of applicable securities laws;

(d) Such Partner has received or had access to all relevant information regarding the Partnership and its proposed business;

(e) Such Partner acknowledges that the Partnership Interest has not been registered under the Securities Act of 1933, as amended, or under the New Jersey Uniform Securities Law (N.J.S.A. 49:3-47 et seq.), and may not be Transferred except in compliance therewith;

(f) If an entity, such Partner is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and

(g) Execution and performance of this Agreement will not violate any agreement, instrument, order, or decree binding on such Partner.

ARTICLE IV: PARTNERSHIP PURPOSE AND BUSINESS

Section 4.1 Business. The Business of the Partnership shall consist of:

(a) [________________________________];

(b) [________________________________];

(d) Such other lawful activities as the General Partner may approve, subject to limitations in this Agreement.

Section 4.2 Powers. The Partnership shall have all powers necessary or convenient to accomplish its purposes, including:

(a) Acquiring, holding, managing, improving, financing, selling, leasing, and disposing of real and personal property in New Jersey and elsewhere;

(b) Entering into contracts, agreements, and instruments of every kind;

(c) Borrowing money, issuing promissory notes and other evidences of indebtedness, and granting mortgages, security interests, and other liens on Partnership assets;

(d) Opening and maintaining bank and investment accounts at banks and financial institutions;

(e) Employing or retaining employees, agents, managers, accountants, attorneys, and other professionals;

(f) Filing tax returns, annual reports, and other required documents with the Division of Revenue, the New Jersey Division of Taxation, the Internal Revenue Service, and other governmental agencies;

(g) Commencing, prosecuting, settling, or defending proceedings in the Partnership's name in the Superior Court of New Jersey (including the Chancery Division), the United States District Court for the District of New Jersey, the Tax Court of New Jersey, or other courts;

(h) Purchasing insurance; and

(i) Doing all other things necessary to carry out the Partnership's purposes.

Section 4.3 Limitations. The Partnership shall not engage in activities outside this Article IV without prior written consent of a Majority in Interest of all Partners.

ARTICLE V: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution specified in Sections 3.1, 3.2, and Exhibit A on or before [__/__/____]. Capital Contributions may consist of cash, property, services rendered, promissory notes, or other obligations to contribute cash, property, or services, as permitted by N.J.S.A. 42:2A-34. Property contributions shall be valued at fair market value as agreed between the contributing Partner and the General Partner.

Section 5.2 Additional Capital Contributions.

(a) No Partner is required to make additional Capital Contributions unless agreed in writing.

(b) If additional capital is needed, the General Partner shall provide written notice specifying: (i) the total amount; (ii) each Partner's proportionate share; (iii) the purpose; and (iv) the due date (at least thirty (30) days from notice).

☐ Treatment of the additional contribution as a loan to the Defaulting Partner at [____]% per annum interest;

☐ Proportional dilution of the Defaulting Partner's Percentage Interest;

☐ Subordination of the Defaulting Partner's Distribution rights;

☐ Any other available remedy.

Section 5.3 Capital Accounts.

(a) A Capital Account shall be maintained for each Partner under Treasury Regulations Section 1.704-1(b)(2)(iv):

(i) Credited with cash and fair market value of contributed property (net of liabilities);

(ii) Credited with allocable Net Profits and specially allocated income/gain;

(iii) Debited with cash and fair market value of distributed property (net of liabilities); and

(iv) Debited with allocable Net Losses and specially allocated loss/deduction.

(b) Capital Account balances transfer with transferred Partnership Interests.

Section 5.4 No Right to Return of Capital. Except upon dissolution and winding up or as expressly provided herein, no Partner may demand or receive return of Capital Contributions. No interest accrues on Capital Contributions or Capital Account balances. No Partner is personally liable for the return of another Partner's Capital Contribution.

Section 5.5 Liability for Contribution. Pursuant to N.J.S.A. 42:2A-35, a Partner is obligated to the Partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the Partner is unable to perform because of death, disability, or any other reason. If a Partner does not make a required contribution of property or services, such Partner is obligated at the option of the Partnership to contribute cash equal to the value of the portion of the contribution not made.

Section 5.6 Partner Loans. With General Partner consent, any Partner may make loans to the Partnership. Such loans are not Capital Contributions and do not affect Capital Accounts or Percentage Interests. Loan terms shall be agreed between the lending Partner and the General Partner. Under N.J.S.A. 42:2A-20, a Partner may lend money to and transact other business with the Partnership and has the same rights and obligations as a non-Partner.

ARTICLE VI: ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Sharing of Profits and Losses. Pursuant to N.J.S.A. 42:2A-36, profits and losses shall be allocated as provided in this Agreement. If this Agreement did not provide for allocation, profits and losses would be allocated on the basis of the value of contributions made by each Partner to the extent received and not returned.

Section 6.2 Allocation of Net Profits. Net Profits for each Fiscal Year shall be allocated:

(a) First, to Partners in proportion to cumulative Net Losses not offset by prior Net Profit allocations;

(b) Second, to Partners in proportion to their Percentage Interests.

Section 6.3 Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated:

(a) First, to Partners in proportion to cumulative Net Profits not offset by prior Net Loss allocations;

(b) Second, to Partners in proportion to their Percentage Interests; provided that no allocation shall cause a Limited Partner to have an Adjusted Capital Account Deficit. Excess losses shall be allocated to the General Partner(s).

Section 6.4 Special Allocations.

(a) Qualified Income Offset. Items of income and gain shall be allocated to eliminate any Limited Partner's Adjusted Capital Account Deficit caused by unexpected adjustments, allocations, or distributions per Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6).

(b) Minimum Gain Chargeback. Allocations per Treasury Regulations Section 1.704-2(f) upon net decrease in Partnership minimum gain.

(d) Nonrecourse Deductions. Allocated in proportion to Percentage Interests.

(e) Partner Nonrecourse Deductions. Allocated to the Partner bearing economic risk of loss.

(f) Code Section 754 Adjustments. Basis adjustments under Code Sections 734(b) or 743(b) treated as gain or loss per Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 6.5 Tax Allocations.

(a) Tax items generally follow book allocations.

(b) Items from contributed property allocated under Code Section 704(c) using the method selected by the General Partner.

ARTICLE VII: DISTRIBUTIONS

Section 7.1 Distributions. Distributions of Available Cash shall be made at such times and in such amounts as determined by the General Partner, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually]. Pursuant to N.J.S.A. 42:2A-37, distributions shall be allocated as provided in this Agreement (or, absent such provision, on the basis of the value of contributions made and not returned). Distributions shall be in the following order:

(a) First, to Partners in proportion to and to the extent of any accrued preferred return;

(b) Second, to Partners in proportion to their respective Percentage Interests.

Section 7.2 Tax Distributions. Prior to other Distributions, the Partnership shall distribute to each Partner an amount estimated to cover such Partner's federal and New Jersey state income tax liability on the Partner's allocable share of Partnership income, calculated at the highest combined marginal rate applicable to individuals (including the New Jersey Gross Income Tax).

Section 7.3 Restrictions on Distributions. Pursuant to N.J.S.A. 42:2A-40:

(a) A Partner may not receive a Distribution from the Partnership to the extent that, after giving effect to the Distribution, all liabilities of the Partnership (other than liabilities to Partners on account of their Partnership Interests) exceed the fair value of Partnership assets.

(b) The General Partner may withhold from Distributions any amounts required by the Code, New Jersey tax law, or other applicable law, and shall remit such amounts to the appropriate taxing authorities.

Section 7.4 Liability upon Return of Contribution. Under N.J.S.A. 42:2A-41, if a Limited Partner has received the return of any part of the Limited Partner's contribution, the Limited Partner is liable to the Partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the Partnership's liabilities to creditors who extended credit to the Partnership during the period the contribution was held.

Section 7.5 Distributions in Kind. The General Partner may distribute property in kind, valued at fair market value as determined in good faith. No Partner may demand Distributions in kind.

ARTICLE VIII: MANAGEMENT AND VOTING RIGHTS

Section 8.1 Management by General Partner. The General Partner shall have the full, exclusive, and complete right, power, and authority to manage and control the business and affairs of the Partnership and to take all actions deemed necessary, appropriate, or desirable in connection therewith. The General Partner has all rights and powers of a general partner as provided under the Act and the New Jersey Uniform Partnership Act (N.J.S.A. 42:1A-1 et seq.).

Section 8.2 Authority of General Partner. Without limiting Section 8.1, the General Partner is authorized to:

(a) Execute, deliver, and perform all contracts, leases, agreements, deeds, mortgages, and other instruments on behalf of the Partnership;

(b) Open and maintain bank and investment accounts at financial institutions in New Jersey and elsewhere;

(d) Hire and terminate employees, contractors, agents, attorneys, accountants, and other professionals;

(e) Acquire, hold, manage, improve, sell, exchange, lease, and dispose of real property in New Jersey and elsewhere, and personal property;

(f) Purchase insurance for the Partnership, its assets, employees, and the Partners;

(g) Commence, prosecute, settle, or defend proceedings in the Partnership's name in the Superior Court of New Jersey (Law Division, Chancery Division, or Appellate Division), the Tax Court of New Jersey, the United States District Court for the District of New Jersey, or other courts;

(h) Make Distributions to Partners in accordance with this Agreement;

(i) Pay all taxes, assessments, and other obligations of the Partnership;

(j) Establish and maintain reserves;

(k) Make all tax elections and filings;

(l) File annual reports with the State Treasurer as required by N.J.S.A. 42:2A-69; and

(m) Take all other actions necessary or desirable for Partnership purposes.

Section 8.3 Actions Requiring Consent of Limited Partners. The General Partner shall not take the following actions without the prior written consent of Limited Partners holding at least [____]% of the aggregate Limited Partner Percentage Interests:

(a) Sale, exchange, or disposition of all or substantially all of the Partnership assets outside the ordinary course;

(b) Merger, conversion, or consolidation of the Partnership with another entity;

(d) Admission of a new General Partner;

(e) Transactions between the Partnership and the General Partner or Affiliates that are not at arm's-length;

(f) Incurrence of indebtedness exceeding $[________________________________] in a single transaction or series of related transactions;

(g) Filing of a voluntary petition in bankruptcy;

(h) Material change in the Partnership's business or purpose;

(i) Issuance of additional Partnership Interests or creation of new classes of interests; and

(j) Any action that would make it impossible to carry on the ordinary business of the Partnership.

Section 8.4 Voting Rights of Limited Partners. Pursuant to N.J.S.A. 42:2A-26, this Agreement grants Limited Partners the right to vote, in proportion to their Percentage Interests, on those matters specified in Section 8.3 and as otherwise provided herein or required by the Act.

Section 8.5 Meetings and Written Consents.

(a) Meetings may be called by the General Partner or by Limited Partners holding at least [____]% of the aggregate Limited Partner Percentage Interests.

(b) Notice shall be given at least ten (10) and not more than sixty (60) days prior to the meeting, stating the time, place, and purpose.

(d) Actions may be taken without a meeting by written consent of Partners holding the requisite Percentage Interests.

Section 8.6 Limited Partners Shall Not Participate in Control.

IMPORTANT NOTICE REGARDING NEW JERSEY LAW: Under N.J.S.A. 42:2A-27, a Limited Partner who participates in the control of the business is liable to persons who transact business with the Partnership, but only if such persons reasonably believed, based upon the Limited Partner's conduct, that the Limited Partner was a General Partner. A Limited Partner does NOT participate in the control of the business by doing one or more of the following:

(a) Being a contractor for, or an agent or employee of, the Partnership or of a General Partner, or being an officer, director, or shareholder of a General Partner that is a corporation;

(b) Consulting with and advising a General Partner with respect to the business of the Partnership;

(c) Acting as surety or guarantor for the Partnership or guaranteeing or assuming one or more specific obligations of the Partnership;

(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership;

(e) Requesting or attending a meeting of Partners;

(f) Proposing, approving, or disapproving one or more of the following matters: dissolution, sale of all or substantially all assets, incurrence of indebtedness (other than in the ordinary course), a change in the nature of the business, or the admission or removal of a General Partner or Limited Partner;

(g) Voting on matters authorized in this Agreement or the Act;

(h) Winding up the Partnership per N.J.S.A. 42:2A-49; and

(i) Exercising any right or power permitted to Limited Partners under the Act.

Each Limited Partner shall refrain from any activity beyond those listed above and in Section 8.3 that could be construed as participating in the control of the business.

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 General Powers and Liabilities. Pursuant to N.J.S.A. 42:2A-33, except as provided in this Agreement or the Act, a General Partner has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners, as provided under the New Jersey Uniform Partnership Act (N.J.S.A. 42:1A-1 et seq.).

Section 9.2 Duties. The General Partner shall devote such time and effort to the Partnership's business as reasonably necessary for its proper management and operation and shall act in good faith and in the best interests of the Partnership and all Partners.

Section 9.3 Duty of Care. The General Partner shall exercise the care that a reasonably prudent person in a like position would exercise under similar circumstances, consistent with the duties imposed under New Jersey law.

Section 9.4 Duty of Loyalty. The General Partner shall:

(a) Account to the Partnership for any property, profit, or benefit derived from Partnership business or use of Partnership property;

(b) Refrain from dealing with the Partnership on behalf of persons with adverse interests; and

Section 9.5 Business Transactions with Partnership. Pursuant to N.J.S.A. 42:2A-20, a Partner may lend money to, borrow money from, act as surety, guarantor, or endorser for, and transact other business with the Partnership, with the same rights and obligations as a non-Partner.

Section 9.6 Compensation. The General Partner shall receive:

(a) A management fee of [____]% of [☐ gross revenues / ☐ net revenues / ☐ total capital contributions / ☐ net asset value], payable [☐ monthly / ☐ quarterly / ☐ annually];

(b) Reimbursement for all reasonable, documented out-of-pocket expenses; and

Section 9.7 Other Activities.

☐ Option A: The General Partner shall devote substantially full business time to the Partnership and shall not compete without Limited Partner consent.

☐ Option B: The General Partner may engage in other business activities, including competing activities, without obligation to account to the Partnership.

Section 9.8 Limitation of Liability. The General Partner shall not be liable for good-faith acts or omissions unless constituting fraud, willful misconduct, gross negligence, or material breach of this Agreement.

ARTICLE X: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limited Liability. Under N.J.S.A. 42:2A-28, a Limited Partner is not liable for the obligations of the Partnership unless: (a) the Limited Partner is also a General Partner; or (b) in addition to exercising rights as a Limited Partner, the Limited Partner participates in the control of the business as described in N.J.S.A. 42:2A-27. The safe harbor activities listed in Section 8.6 of this Agreement do not constitute participation in control.

Section 10.2 Rights of Limited Partners. Each Limited Partner has the right to:

(a) Receive Distributions and allocations as provided in this Agreement;

(b) Inspect and copy the Partnership's books and records as provided in N.J.S.A. 42:2A-30, including: (i) the Certificate and all amendments; (ii) this Agreement; (iii) financial statements for the three most recent fiscal years; (iv) tax returns for the three most recent fiscal years; and (v) a current list of names and addresses of all Partners;

(d) Bring derivative actions on behalf of the Partnership;

(e) Transfer the Partnership Interest subject to Article XII;

(f) Obtain information regarding Partnership business and financial condition upon reasonable demand;

(g) Obtain a formal account of Partnership affairs whenever circumstances render it just and reasonable; and

(h) Receive information necessary for preparation of federal and New Jersey state tax returns.

Section 10.3 Obligations. Each Limited Partner shall:

(a) Make required Capital Contributions;

(b) Comply with this Agreement;

(d) Maintain confidentiality of Partnership information; and

(e) Comply with all applicable New Jersey and federal securities laws.

Section 10.4 No Authority to Bind. No Limited Partner has any right or authority to act for, bind, or obligate the Partnership.

ARTICLE XI: BOOKS, RECORDS, AND ACCOUNTING

Section 11.1 Records. Pursuant to N.J.S.A. 42:2A-18, the Partnership shall keep at its designated office the following records:

(a) A current list in alphabetical order of the full name and last-known business address of each Partner, separately identifying General Partners and Limited Partners;

(b) A copy of the Certificate 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 Partnership's federal, state, and local income tax returns and reports for the three most recent years;

(d) Copies of any then-effective written partnership agreements and of any financial statements of the Partnership for the three most recent years; and

(e) Unless contained in this Agreement, a writing setting out: the amount of cash and a description and statement of the agreed value of other property or services contributed by each Partner and which each Partner has agreed to contribute in the future; the times at which or events upon the happening of which any additional contributions are agreed to be made; any right of a Partner to receive, or of a General Partner to make, distributions including a return of contributions; and any events upon the happening of which the Partnership is to be dissolved and its affairs wound up.

Section 11.2 Additional Records. The Partnership shall also maintain:

(a) Minutes of all Partner meetings and records of written consents;

(b) Records of all Distributions;

(d) Such other records as the General Partner deems appropriate.

Section 11.3 Inspection. Each Partner and, to the extent provided by N.J.S.A. 42:2A-30, each former Partner, may inspect and copy the records listed in Section 11.1, at such Person's expense, upon reasonable written request during normal business hours.

Section 11.4 Financial Reporting. The General Partner shall furnish to each Partner:

(a) Within ninety (90) days of each Fiscal Year end, annual financial statements (balance sheet, income statement, cash flow statement, and Capital Account statement);

(b) Within seventy-five (75) days of each Fiscal Year end, IRS Schedule K-1 and New Jersey Schedule NJK-1;

(d) Other reports as reasonably requested.

Section 11.5 Accounting Method. Books and records shall be maintained on the [☐ cash / ☐ accrual] basis in accordance with GAAP or such other basis selected by the General Partner consistent with the Code.

Section 11.6 Bank Accounts. Partnership funds shall be deposited in accounts in the Partnership's name at banks or other financial institutions selected by the General Partner. Withdrawals require authorization by the General Partner.

Section 11.7 Independent Auditor. The General Partner may retain a New Jersey-licensed certified public accountant to audit the Partnership's books and prepare tax returns. Such costs are Partnership expenses.

ARTICLE XII: TRANSFER OF PARTNERSHIP INTERESTS

Section 12.1 General Restriction. No Partner may Transfer any Partnership Interest except in compliance with this Article XII, the Act, and all applicable federal and state securities laws. Non-compliant Transfers are void.

Section 12.2 Transfer by General Partner. A General Partner may not Transfer any Partnership Interest without the prior written consent of all Limited Partners.

Section 12.3 Transfer by Limited Partner.

(a) Right of First Refusal. Before Transferring to a non-Partner, a Limited Partner (the "Offering Partner") shall:

(i) Deliver written notice (the "Offer Notice") to the General Partner specifying: the proposed transferee, the Interest to be transferred, the price and payment terms, and all material conditions;

(ii) The Partnership has thirty (30) days to purchase all of the offered Interest;

(iii) If the Partnership declines, the remaining Partners have thirty (30) days to purchase pro rata based on Percentage Interests; and

(iv) If not purchased, the Offering Partner may complete the Transfer to the proposed transferee on terms no more favorable, within ninety (90) days.

(b) Conditions. Any Transfer requires:

(i) Compliance with federal and New Jersey securities laws, including the New Jersey Uniform Securities Law (N.J.S.A. 49:3-47 et seq.);

(ii) Transferee's written agreement to be bound by this Agreement;

(iii) No publicly traded partnership treatment under Code Section 7704;

(iv) No Partnership termination under Code Section 708;

(v) The Offering Partner paying all Transfer expenses; and

(vi) Written consent of the General Partner, not unreasonably withheld.

Section 12.4 Rights of Assignee. Pursuant to N.J.S.A. 42:2A-44, an assignee may become a Limited Partner only if: (a) the General Partner consents in writing; or (b) the assignor, being a Limited Partner, gives the assignee that right in accordance with authority described in this Agreement.

Section 12.5 Effect of Transfer. Until admitted as a substitute Limited Partner, an assignee is entitled only to receive the distributions and allocations attributable to the assigned Interest.

Section 12.6 Power of Estate of Deceased or Incompetent Partner. Under N.J.S.A. 42:2A-45, if a Partner who is an individual dies or is adjudged incompetent, the executor, administrator, guardian, conservator, or other legal representative may exercise all of the Partner's rights for the purpose of settling the estate or administering the property.

ARTICLE XIII: ADMISSION OF NEW PARTNERS

Section 13.1 Admission of Additional General Partner. Pursuant to N.J.S.A. 42:2A-31, after filing the Certificate, additional General Partners may be admitted as provided in this Agreement. Under this Agreement, a new General Partner may be admitted only upon: (a) unanimous written consent of all existing Partners; (b) execution of this Agreement or joinder; (c) filing an amendment to the Certificate with the Division of Revenue; and (d) compliance with all applicable provisions.

Section 13.2 Admission of New Limited Partner. Pursuant to N.J.S.A. 42:2A-25, after filing the Certificate, a person may be admitted as an additional Limited Partner: (a) as provided in this Agreement; or (b) with written consent of all Partners. Under this Agreement, admission requires: (a) consent of the General Partner and a Majority in Interest of existing Limited Partners; (b) execution of this Agreement or joinder; (c) payment of required Capital Contribution; and (d) compliance with all applicable provisions.

Section 13.3 Amendment of Records. Upon admission of a new Partner, this Agreement and the Certificate shall be amended as necessary, and the General Partner is authorized to execute and file such amendments with the Division of Revenue.

ARTICLE XIV: WITHDRAWAL AND DISSOCIATION

Section 14.1 Events of Withdrawal of General Partner. Under N.J.S.A. 42:2A-32, a Person ceases to be a General Partner upon:

(a) Withdrawal by written notice to the other Partners;

(b) An event specified in this Agreement;

(d) Becoming a debtor in bankruptcy or having a receiver appointed;

(e) Death (for individuals);

(f) Court adjudication of incompetency (for individuals);

(g) Dissolution, termination, or revocation of charter (for entities); and

(h) Other events specified in the Act.

A General Partner who withdraws in violation of this Agreement is liable to the Partnership for damages caused by the breach.

Section 14.2 Withdrawal of Limited Partner. A Limited Partner may withdraw from the Partnership at the time or upon the happening of events specified in the Certificate or this Agreement. If no time or event is specified, a Limited Partner may withdraw upon not less than six (6) months' prior written notice to each General Partner.

Section 14.3 Distribution upon Withdrawal. A withdrawing Partner is entitled to receive any Distribution due under this Agreement. If this Agreement does not specify the amount, the withdrawing Partner is entitled to the fair value of the Partnership Interest based on the right to share in Distributions.

Section 14.4 Voluntary Withdrawal Restrictions.

(a) A Limited Partner may not voluntarily withdraw except upon [____] days' prior written notice and with General Partner consent.

(b) A General Partner may not voluntarily withdraw except upon [____] days' prior written notice and with consent of a Majority in Interest of Limited Partners.

ARTICLE XV: DISSOLUTION AND WINDING UP

Section 15.1 Events of Dissolution. Pursuant to N.J.S.A. 42:2A-47, the Partnership dissolves upon the first of:

(a) At the time specified in the Certificate;

(b) Upon the happening of events specified in the Certificate or this Agreement;

(d) An event of withdrawal of a General Partner, unless: (i) at the time there is at least one remaining General Partner and this Agreement permits the business to continue; or (ii) within ninety (90) days, all Partners agree in writing to continue and to appoint one or more new General Partners; or

(e) A decree of judicial dissolution under N.J.S.A. 42:2A-48 (on application by or for a Partner, the Superior Court of New Jersey may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement).

Section 15.2 Winding Up. Upon dissolution, the General Partner (or, if none, a court-appointed person) shall wind up the Partnership's affairs per N.J.S.A. 42:2A-49.

Section 15.3 Distribution of Assets. Pursuant to N.J.S.A. 42:2A-50, upon winding up, assets shall be distributed:

(a) First, to creditors, including Partners who are creditors (to the extent permitted by law), in satisfaction of Partnership liabilities;

(b) Second, except as provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for unpaid Distributions under N.J.S.A. 42:2A-39;

(c) Third, except as provided in this Agreement, to Partners: first, for the return of contributions; and second, in proportions in which they share in Distributions.

Section 15.4 Reserves. The person winding up the Partnership may establish reasonable reserves for contingent or unforeseen liabilities.

Section 15.5 Cancellation of Certificate. Upon completion of winding up, a certificate of cancellation shall be filed with the Division of Revenue per N.J.S.A. 42:2A-13.

Section 15.6 Termination. The Partnership terminates when all assets have been distributed and the certificate of cancellation has been filed.

ARTICLE XVI: TAX MATTERS

Section 16.1 Fiscal Year. The Fiscal Year shall be the calendar year, unless the General Partner selects another year permitted by the Code.

Section 16.2 Tax Elections. The General Partner may make all tax elections, including: Code Section 754 elections, depreciation method elections, Code Section 761(a) elections, and any other permissible elections.

Section 16.3 Partnership Representative.

(a) The General Partner is designated "Partnership Representative" under Code Section 6223 and "Tax Matters Partner" for applicable years.

(b) The Partnership Representative may: receive and respond to IRS and New Jersey Division of Taxation communications; represent the Partnership in tax proceedings; make Code Section 6226 elections; extend statutes of limitations; settle tax matters; and take other authorized actions.

(c) The Partnership Representative shall keep Partners informed and shall not settle matters materially adverse to any Partner without consultation.

Section 16.4 Tax Returns. The General Partner shall cause timely preparation and filing of all federal, New Jersey, and other applicable tax returns. Partners shall furnish all necessary information.

Section 16.5 New Jersey State Tax Matters. The Partnership shall comply with New Jersey tax requirements, including:

(a) Filing the New Jersey Partnership Return (Form NJ-1065) with the New Jersey Division of Taxation;

(b) Providing each Partner with the New Jersey Schedule NJK-1 reflecting such Partner's distributive share of Partnership income, deductions, and credits for New Jersey tax purposes;

(c) Making any required payments or withholding under the New Jersey Gross Income Tax Act (N.J.S.A. 54A:1-1 et seq.) with respect to nonresident Partners;

(d) Complying with the New Jersey Corporation Business Tax Act (N.J.S.A. 54:10A-1 et seq.) to the extent applicable;

(e) Filing any other returns or reports required by the New Jersey Division of Taxation; and

(f) Filing the annual report with the State Treasurer as required by N.J.S.A. 42:2A-69.

ARTICLE XVII: INDEMNIFICATION AND LIABILITY

Section 17.1 Indemnification. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, managers, employees, agents, and representatives ("Indemnified Persons") from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising from the management and conduct of Partnership business; provided that no indemnification shall be provided for fraud, willful misconduct, gross negligence, or material breach of this Agreement.

Section 17.2 Advancement of Expenses. The Partnership shall advance reasonable expenses upon receipt of an undertaking to repay if indemnification is ultimately denied.

Section 17.3 Limited Partner Liability. Subject to the control rule of N.J.S.A. 42:2A-27 and the limitations of N.J.S.A. 42:2A-28, a Limited Partner is not liable for Partnership obligations solely by reason of being a Limited Partner. Liability is limited to Capital Contributions made or required and the Partner's share of undistributed assets.

Section 17.4 Return of Contributions Liability. Under N.J.S.A. 42:2A-41, a Limited Partner who receives the return of a contribution is liable to the Partnership for one year for the returned amount, to the extent necessary to discharge liabilities to creditors who extended credit during the period the contribution was held.

Section 17.5 Insurance. The General Partner may cause the Partnership to obtain liability insurance for the benefit of Indemnified Persons and the Partnership.

Section 17.6 Survival. Indemnification and advancement obligations survive dissolution and termination of the Partnership and the withdrawal of any Partner.

ARTICLE XVIII: DISPUTE RESOLUTION

Section 18.1 Governing Law. This Agreement is governed by the laws of the State of New Jersey, including the Act, without regard to conflicts-of-law principles.

Section 18.2 Negotiation. Parties shall attempt good-faith negotiation for thirty (30) days after written notice of any Dispute.

Section 18.3 Mediation. If negotiation fails, mediation shall be conducted by a mediator mutually agreed upon or appointed by the Superior Court of New Jersey, [________________________________] County, Chancery Division. Mediation shall take place in [________________________________], New Jersey. Costs shall be shared equally.

Section 18.4 Resolution.

☐ Option A: Binding Arbitration. Unresolved Disputes shall be submitted to binding arbitration under the American Arbitration Association Commercial Arbitration Rules, conducted by [☐ one / ☐ three] arbitrator(s) in [________________________________], New Jersey. New Jersey substantive law applies. Judgment may be entered in the Superior Court of New Jersey or the United States District Court for the District of New Jersey.

☐ Option B: Litigation. Unresolved Disputes shall be submitted to the exclusive jurisdiction of the Superior Court of New Jersey, [________________________________] County (Law Division or Chancery Division, as appropriate), or the United States District Court for the District of New Jersey. Parties irrevocably submit to jurisdiction and waive objections to venue.

Section 18.5 Attorneys' Fees. The prevailing party shall recover reasonable attorneys' fees, expert fees, and costs.

Section 18.6 Equitable Relief. Any party may seek injunctive or equitable relief from the Superior Court of New Jersey, Chancery Division, or other court of competent jurisdiction to prevent irreparable harm.

Section 18.7 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY NEW JERSEY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT.

ARTICLE XIX: AMENDMENTS

Section 19.1 Amendments. This Agreement may be amended only by written instrument executed by the General Partner and a Majority in Interest of Limited Partners; provided:

(a) No amendment shall modify Limited Partner limited liability without such Partner's consent;

(b) No amendment shall alter profit, loss, or Distribution rights without such Partner's consent;

(d) This Section 19.1 requires unanimous consent to amend; and

(e) No amendment shall impose additional Capital Contribution obligations without the affected Partner's consent.

Section 19.2 Certificate Amendments. The General Partner shall amend the Certificate per N.J.S.A. 42:2A-12 upon: (a) admission or withdrawal of a General Partner; (b) continuation of the Partnership after withdrawal of a General Partner; (c) change in the dissolution date; or (d) any change in the information required to be in the Certificate.

ARTICLE XX: GENERAL PROVISIONS

Section 20.1 Notices. Written notices are deemed given: (a) upon personal delivery; (b) three business days after certified or registered mail, return receipt requested; (c) one business day after overnight courier deposit; or (d) upon email with confirmed receipt; addressed as in Sections 3.1 or 3.2.

Section 20.2 Entire Agreement. This Agreement, the Certificate, and attached Exhibits constitute the entire agreement and supersede all prior agreements and understandings.

Section 20.3 Severability. If any provision is held invalid, illegal, or unenforceable by a court of competent jurisdiction (including the Superior Court of New Jersey), such provision shall be modified to be enforceable; remaining provisions continue in full force.

Section 20.4 Binding Effect. This Agreement binds parties and their heirs, executors, administrators, successors, and permitted assigns.

Section 20.5 Counterparts. This Agreement may be executed in counterparts; electronic signatures are deemed originals under the New Jersey Uniform Electronic Transactions Act (N.J.S.A. 12A:12-1 et seq.).

Section 20.6 Waiver. Waivers must be in writing; no single waiver constitutes a continuing waiver.

Section 20.7 Headings. Headings are for convenience only and shall not affect interpretation.

Section 20.8 Construction. Singular includes plural; "including" means "including without limitation"; references to Sections, Articles, and Exhibits are to this Agreement.

Section 20.9 Further Assurances. Partners shall execute additional documents as reasonably necessary to effectuate this Agreement.

Section 20.10 No Third-Party Beneficiaries. This Agreement benefits only the Partners and the Partnership.

Section 20.11 Confidentiality. Partners shall maintain confidentiality of Partnership information except as required by law, regulation, or court order.

Section 20.12 Force Majeure. No Partner is liable for failure to perform due to causes beyond reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, civil disturbance, and governmental action.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date.

GENERAL PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], New Jersey [____]

NOTARY ACKNOWLEDGMENT

STATE OF NEW JERSEY

COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, a Notary Public of the State of New Jersey, personally appeared:

☐ [________________________________], as General Partner

☐ [________________________________], as Limited Partner

who I am satisfied is/are the person(s) named in and who executed the within instrument, and thereupon he/she/they acknowledged that he/she/they signed, sealed, and delivered the same as his/her/their voluntary act and deed, for the uses and purposes therein expressed.

WITNESS my hand and official seal.

Notary Public Signature: [________________________________]

Printed Name of Notary: [________________________________]

My Commission Expires: [__/__/____]

Notary Public of New Jersey

[NOTARIAL SEAL]

EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

No.	Partner Name	Type	Cash Contribution	Property Description	Agreed Value of Property	Services	Total Contribution	Percentage Interest
1.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
6.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
7.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	[________________________________]	$[________________________________]	[____]%
TOTAL							$[________________________________]	100%

EXHIBIT B: CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The following information is required for the Certificate of Limited Partnership to be filed with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, pursuant to N.J.S.A. 42:2A-11:

1. Name of Limited Partnership: [________________________________], Limited Partnership

2. Address of Office and Name and Address of Agent for Service of Process (per N.J.S.A. 42:2A-9):

Designated Office: [________________________________]

[________________________________], New Jersey [____]

Agent Name: [________________________________]

Agent Address: [________________________________]

[________________________________], New Jersey [____]

3. Name and Business Address of Each General Partner:

General Partner 1: [________________________________]

Address: [________________________________]

[________________________________], New Jersey [____]

General Partner 2: [________________________________]

Address: [________________________________]

[________________________________], New Jersey [____]

4. Latest Date Upon Which the Partnership Is to Dissolve:

☐ No fixed dissolution date

☐ Dissolution date: [__/__/____]

5. Other Matters (Optional):

[________________________________]

Filing Information:

Filing Office: New Jersey Department of the Treasury, Division of Revenue and Enterprise Services
Address: P.O. Box 308, Trenton, New Jersey 08625-0308
Physical Address: 33 West State Street, 5th Floor, Trenton, New Jersey 08608
Phone: (609) 292-9292
Website: www.nj.gov/treasury/revenue
Filing Fee for Certificate of Limited Partnership: $125.00 (N.J.S.A. 42:2A-68)
Amendment to Certificate: $75.00 (N.J.S.A. 42:2A-68)
Name Reservation Fee: $50.00 (N.J.S.A. 42:2A-68)
Annual Report Fee: Per N.J.S.A. 42:2A-69
Note: New Jersey does NOT recognize limited liability limited partnerships (LLLPs) under the current statute.

EXHIBIT C: REQUIRED RECORDS CHECKLIST (PER N.J.S.A. 42:2A-18)

The following records must be maintained at the Partnership's designated office:

☐ Current alphabetical list of full names and last-known business addresses of all Partners (General and Limited listed separately)

☐ Copy of the Certificate and all amendments, with executed copies of related powers of attorney

☐ Federal, state, and local income tax returns and reports for the three most recent fiscal years

☐ Copies of effective partnership agreements and financial statements for the three most recent fiscal years

☐ Written record of: (a) cash and property contributed by each Partner with agreed values; (b) future contribution obligations; (c) times or events for future contributions; (d) rights of Partners to receive Distributions, including return of contributions; and (e) events triggering dissolution and winding up

EXHIBIT D: NEW JERSEY FILING FEE SCHEDULE (PER N.J.S.A. 42:2A-68)

The following fees are payable to the State Treasurer when filing certificates or other papers relative to limited partnerships:

Filing Type	Fee
Original Certificate of Limited Partnership	$125.00
Certificate of Amendment (including any number of amendments)	$75.00
Certificate of Cancellation	$75.00
Name Reservation (first name available among up to three specified)	$50.00
Certificate of Limited Partnership as Restated	$125.00
Registration of Foreign Limited Partnership	$125.00
Certified Copy of any Document	$25.00
Certificate of Good Standing	$25.00

Note: Fees are in addition to any applicable recording fees. Confirm current fees with the Division of Revenue.

Sources and References

New Jersey Uniform Limited Partnership Law: N.J.S.A. 42:2A-1 et seq.
New Jersey Department of the Treasury, Division of Revenue and Enterprise Services: https://www.nj.gov/treasury/revenue
New Jersey Division of Taxation: https://www.nj.gov/treasury/taxation
New Jersey Uniform Partnership Act: N.J.S.A. 42:1A-1 et seq.
New Jersey Uniform Securities Law: N.J.S.A. 49:3-47 et seq.
New Jersey Gross Income Tax Act: N.J.S.A. 54A:1-1 et seq.
New Jersey Corporation Business Tax Act: N.J.S.A. 54:10A-1 et seq.
New Jersey Uniform Electronic Transactions Act: N.J.S.A. 12A:12-1 et seq.
Internal Revenue Code Section 704 (Partner's Distributive Share): 26 U.S.C. Section 704
Treasury Regulations Section 1.704-1(b) (Capital Account Maintenance)
Revised Uniform Limited Partnership Act (1976/1985), National Conference of Commissioners on Uniform State Laws

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Last updated: March 2026

Limited Partnership Agreement (New Jersey)