New Jersey LLC Law: Everything You Need to Know
The laws covering the formation and dissolution of an LLC within the state are enforced by the New Jersey Division of Revenue.3 min read
2. Forming a New Jersey LLC Under the Act
3. Limited Liability Operating Agreement
The New Jersey LLC law permits an owner of a business to form a limited liability company (LLC). Any legal issues relating to the LLC are governed by New Jersey state law.
The laws covering the formation and dissolution of an LLC within the state are enforced by the New Jersey Division of Revenue.
New Jersey Uniform Limited Liability Company Act
Many states have limited liability laws that are similar; New Jersey has certain requirements unique to the state.
The New Jersey Revised Uniform Limited Liability Company Act (RULLCA) was signed into law on September 19, 2012, by Governor Chris Christie. It is the first major overhaul of the laws of New Jersey that govern limited liability companies.
The Act became effective on March 18, 2013, and governed all limited liability companies formed after that date. For limited liability companies formed prior to March 18, 2013, the effective date was March 1, 2014.
The Act clarifies the state's acceptance of the Revised Uniform Limited Liability Company Act proposed in 2006 by the National Conference of Commissioners on Uniform State Laws.
The state law for limited liability companies has gone through several amendments to stay current with developing business trends.
Forming a New Jersey LLC Under the Act
- The New Jersey Limited Liability Company Act does not allow an LLC to be formed using a name already in use by another business registered in the state. This is allowed only if the organizers of the LLC received written consent from an authorized person of the business.
- If an LLC name is on the inactive list, it is eligible to be used by another LLC. If the inactive LLC chooses to reinstate their business to active status, the name they initially registered with may no longer be available.
- When registering a name for the LLC, it must include either "LLC" or "Limited Liability Company."
- A Certificate of Formation must be filed by at least one person with authority to organize the LLC with the New Jersey Department of Revenue. The LLC is formed once the certificate is filed unless a deferred effective date is indicated.
- The certificate must include the name of the person or business designated as the registered agent. The agent has the authority to accept legal notices and correspondence from the state.
- LLCs are required to file an annual report. Failure to file will result in the limited liability company being placed on the inactive list. The annual report includes the name of the LLC, the date the LLC will dissolve, if applicable, and the name of the LLCs registered agent.
Limited Liability Operating Agreement
Under the old Act, an operating agreement was not required. If the organizer of an LLC chose to create an agreement, it had to be in writing to make it a valid and enforceable document.
Under the Revised Uniform Limited Liability Company Act, operating agreements are permitted. The agreement can be oral, implied, or a combination.
A limited liability company that chooses not to have a written operating agreement in place may face a more difficult time proving the oral or implied agreement in a court. Although it may be difficult, the oral or implied agreement may trump the provisions of the Act in court.
Under the new Act, an operating agreement can include an amendment that requires a condition be satisfied or there is approval by a person who is not a party to the operating agreement.
Q. What is required if I want to dissolve my LLC?
A. The RULLCA stipulates a two-step process to dissolve an LLC. The first step is the filing of a Certificate of Dissolution with the Division of Revenue. The LLC is to be closed/shut down followed by a Certificate of Termination being filed once the closure of the LLC is completed.
Q. Are LLCs still subject to limited lifetimes under the revised Act?
A. No. The act eliminated the limited lifespan and replaced it with a perpetual duration, which is similar to that of a corporation.
Q. Can I set up a non-profit LLC in New Jersey?
A. Yes. The Act stipulates an LLC can be formed for any lawful purpose for profit or non-profit.
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