New Jersey Partnership Agreement

New Jersey partnership agreements act as a formal record of a partnership owner’s authority over a business co-owned with at least one other person. Each partner’s rights, powers, and liabilities will be documented with the partnership’s status and its rules and policies.

Last updated January 28th, 2025

New Jersey partnership agreements act as a formal record of a partnership owner’s authority over a business co-owned with at least one other person. Each partner’s rights, powers, and liabilities will be documented with the partnership’s status and its rules and policies.

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New Jersey Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP)
New Jersey Business Registration Application, P. 17 (No Fee)
Online Registration: NJ.Gov Business Registration
Limited Partnership (LP)
New Jersey Business Registration Application, P. 17 (No Fee)
Online Registration: NJ.Gov Business Registration
Limited Liability Partnership (LLP)
New Jersey Business Registration Application, P. 17 (No Fee)
Online Registration: NJ.Gov Business Registration
Limited Liability Limited Partnership (LLLP) Online Registration: NJ.Gov Business Registration

Fiduciary Duty

Duty of Loyalty:
  • Partners operate under an obligation to produce an accounting of any property, partnership opportunity, profit, or other benefit gained by a partner while using “partnership property,” conducting business, or winding up the business. [1]
  • Partners do not perform any partnership business (or winding up) with, for, or representing a party holding an “interest materially adverse” to that of the partnership, especially should that party be another partner.[2]
  • Partners maintain their conduct and perform their duties while they “refrain from actions” that cause “material injury” to the partnership. [3]

Duty of Care:

  • Partners owe both the partnership and other partners lawful and responsible behavior, thus avoiding “reckless conduct, intentional misconduct,” or gross negligence with the partnership. [4]

Liability

Partnerships are responsible for their business and, therefore, liable for losses or injuries to third parties resulting from their wrongful acts, omissions, or “other actionable conduct.[5]

Partners that misapplied profit or property “while acting with the authority of the partnership” put that partnership at risk of liability for such losses. [6]

All partners in a general partnership are liable (“jointly and severally”) for their partnership’s obligations with some exceptions, such as those available through agreements with the claimant or the law.[7]

A partner’s liability for a partnership begins at the point of admittance to the partnership so they are not responsible for partnership obligations gained “before the person’s admission” to the partnership. [8]

A limited liability partnership’s status as a limited liability entity protects the partners from its liabilities and obligations but, only and specifically while it is a limited liability partnership. [9]

State Definitions (8)

General partner means the person or legal entity that is “admitted to a limited partnership” specifically as a general partner and is documented as such in the certificate of limited partnership.[10]

Limited partner means the individual or the legal entity admitted to an LP and explicitly documented “as a limited partner in accordance with the partnership agreement.” [11]

Partnership means that two or more persons (for instance, an individual or a business entity) who each own the “business for profit formed under section 10” of this act (title 42). [12]

Limited partnership means the LP is a “domestic limited partnership” and is formed accordingly within the state of New Jersey, under its laws, and is made up of at least one general and one limited partner. [13]

Limited liability partnership means that a partnership has included a statement of qualification (under section 47) during its registration, has been accepted by NJ state law as such, and “does not have a similar statement” outside New Jersey. [14]

Foreign limited partnership means that the partnership was made “under the laws of any state other than this State” but is also owned by one or more general and one or more limited partners. [15]

Foreign limited liability partnership means the LLP is already in existence and operates according to “laws other than the laws of this state” as well as holds the status of an LLP in that jurisdiction. [16]

Partnership agreement means a legally executed agreement between the partners that co-own a partnership “concerning the partnership, including amendments” that is binding regardless of whether the agreement is implied, oral, or (ideally) in writing.[17]