New Jersey § 42:2a-28
Full text of New Jersey New Jersey Statutes § 42:2a-28, with citation guidance and answers to common questions.
§ 42:2a-28.
Person erroneously believing himself a limited partner. a. Except as provided in subsection b., a person who makes a contribution to a business
enterprise and erroneously but in good faith believes that he has become a limited
partner in the enterprise is not a general partner in the enterprise and is not bound
by its obligations by reason of making the contribution, receiving distributions from
the enterprise, or exercising any rights of a limited partner, if, on ascertaining
that no certificate of limited partnership was ever filed with the Secretary of State
or a certificate of limited partnership has been filed which names the person as a
general partner in the enterprise he promptly: (1) Causes an appropriate certificate of limited partnership, certificate of correction
or a certificate of amendment to be executed and filed; or (2) Withdraws from future equity participation in the enterprise by executing and
filing in the office of the Secretary of State a certificate declaring withdrawal
under this section. b. A person who makes a contribution of the kind described in subsection a. is liable
as a general partner to any third party who transacted business with the enterprise
if the third party actually believed in good faith that the person was a general partner
at the time of the transaction and no certificate of limited partnership was ever
filed or a certificate of limited partnership was filed which names the person as
a general partner, and: (1) The business is transacted before an appropriate certificate of limited partnership
is filed stating that the enterprise is a limited partnership and indicating in effect
that the person is not a general partner; (2) In the case of an amendment, it is after expiration of the 30-day period for filing
an amendment indicating in effect that the person is not a general partner under section
16 of P.L. 1983, c. 489 ( C. 42:2A-17 ) and the amendment has not been filed; (3) Before the person withdraws, and an appropriate certificate, as provided in section
27 of P.L. 1983, c. 489 ( C. 42:2A-28 ), is filed to show the withdrawal; or (4) The business is transacted before an appropriate certificate of correction is
filed indicating in effect that the person is not a general partner and the third
party actually relied in good faith upon the foregoing inaccuracy and is adversely
affected by the correction.
Frequently Asked Questions About New Jersey § 42:2a-28
What does New Jersey Statutes § 42:2a-28 cover?
Section 42:2a-28 is part of the New Jersey Statutes, the codified statutory law of New Jersey. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New Jersey § 42:2a-28?
A common citation format is "New Jersey Statutes § 42:2a-28" (New Jersey). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New Jersey law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New Jersey official source linked on this page or consult a licensed New Jersey attorney.
How does New Jersey § 42:2a-28 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New Jersey can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New Jersey.