New Jersey § 42:1a-45
Full text of New Jersey New Jersey Statutes § 42:1a-45, with citation guidance and answers to common questions.
§ 42:1a-45.
a. In winding up a partnership's business, the assets of the partnership, including
the contributions of the partners required by this section, shall be applied to discharge
its obligations to creditors, including, to the extent permitted by law, partners
who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners
in accordance with their right to distributions under subsection b. of this section. b. Each partner is entitled to a settlement of all partnership accounts upon winding
up the partnership business. In settling accounts among the partners, profits and losses that result from the
liquidation of the partnership assets shall be credited and charged to the partners'
accounts. The partnership shall make a distribution to a partner in an amount equal to any
excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the
charges over the credits in the partner's account but excluding from the calculation
charges attributable to an obligation for which the partner is not personally liable
under section 18 of this act. 1 c. If a partner fails to contribute the full amount required under subsection b. of
this section, all of the other partners shall contribute, in the proportions in which
those partners share partnership losses, the additional amount necessary to satisfy
the partnership obligations for which they are personally liable under section 18
of this act. A partner or partner's legal representative may recover from the other partners
any contributions the partner makes to the extent the amount contributed exceeds that
partner's share of the partnership obligations for which the partner is personally
liable under section 18 of this act. d. After the settlement of accounts, each partner shall contribute, in the proportion
in which the partner shares partnership losses, the amount necessary to satisfy partnership
obligations that were not known at the time of the settlement and for which the partner
is personally liable under section 18 of this act. e. The estate of a deceased partner is liable for the partner's obligation to contribute
to the partnership. f. An assignee for the benefit of creditors of a partnership or a partner, or a person
appointed by a court to represent creditors of a partnership or a partner, may enforce
a partner's obligation to contribute to the partnership. 1
N.J.S.A. § 42:1A-18.
Frequently Asked Questions About New Jersey § 42:1a-45
What does New Jersey Statutes § 42:1a-45 cover?
Section 42:1a-45 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 § 42:1a-45?
A common citation format is "New Jersey Statutes § 42:1a-45" (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 § 42:1a-45 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.