42:2A-14.1. Certificates of limited partnerships formed prior to April 1, 1985

1. a. Each limited partnership formed prior to the effective date of P.L.1983, c.489 (C.42:2A-1 et seq.) under any law of this State shall provide the Secretary of State with a copy of its certificate of limited partnership, as amended, which, except as provided in subsection b. of this section, shall be certified by the county clerk of the county in which the certificate is on file.

b. If a limited partnership is unable to comply with subsection a. of this section because no copy of its certificate of limited partnership can be located in the office of the county clerk of the county in which the certificate was filed, the limited partnership may provide the Secretary of State with an uncertified copy of its certificate of limited partnership in lieu thereof, providing the genuineness of the copy can be established to the satisfaction of the Secretary of State based upon an affidavit of a general partner, or if there is no existing general partner, a limited partner, affirming the formation of the limited partnership and filing of the certificate of limited partnership with the appropriate county clerk. If the Secretary of State rejects an uncertified certificate of limited partnership, the limited partnership whose certificate has been rejected may proceed in a summary manner requesting an order from the Superior Court declaring the certificate valid and requiring the Secretary of State to accept it.

c. Any limited partnership whose certificate of limited partnership was transmitted to and accepted by the Secretary of State prior to the effective date of this act shall be deemed to have complied with the requirements of subsection a. of this section.

d. Any limited partnership which has not complied with the requirements of P.L.1984, c.245 shall be deemed to be in inactive status. A limited partnership in inactive status shall remain a limited partnership, but no name reservations, transfers of reserved names or certificates of amendment may be filed until the limited partnership is transferred to active status as provided by subsection e. of this section. A limited partner of a limited partnership shall not be deemed liable as a general partner of the limited partnership solely by reason that the limited partnership is in inactive status.

e. In order to be transferred to active status, a limited partnership which is in inactive status shall provide to the Secretary of State the following:

(1) the name of the limited partnership; its address, including the actual location as well as the postal designation, if different, of its registered agent; and the name of its registered agent, which may be provided by letter or other writing; and

(2) a copy of its certificate of limited partnership, as amended, either certified by the county clerk or the county in which the certificate is on file or which is acceptable to the Secretary of State in accordance with subsection b. of this section.

In addition, in order to be transferred to active status, a limited partnership shall forfeit to the State for each year the limited partnership was in inactive status a penalty of twice the amount of the then current fee for filing annual reports. No limited partnership shall be deemed to be in inactive status for purposes of assessment of the penalty until the day after the 90th day following the effective date of this act. The maximum penalty which may be imposed under this subsection is $1,000. The penalty may be recovered, with costs, in an action brought by the Attorney General.

L.1991,c.472,s.1.