Scarinci Hollenbeck, LLC
The Firm
201-896-4100 info@sh-law.comFirm Insights
New LLC Rules Take Effect in New Jersey
Author: Scarinci Hollenbeck, LLC
Date: April 8, 2013
Key Contacts
Back
For many New Jersey business owners, the limited liability company framework offers a number of advantages. Most notably, it limits personal liability for business debts and court judgments against the business and shields an owner’s personal assets.
Under new rules that took effect on March 18, LLCs may now be even more attractive to New Jersey business owners. The large-scale overhaul contains several key changes intended to overhaul New Jersey’s regulations governing LLCs and make them more business friendly.
Under the New Jersey Revised Uniform Limited Liability Company Act, the following changes are currently in effect for all new LLCs and will govern existing New Jersey LLCs beginning on March 1, 2014:
- Duration: Like corporations, LLCs will now have a perpetual duration unless the operating agreement specifies otherwise.
- Purpose: LLCs can now be formed “for any lawful purpose, regardless of whether for profit.” This clarifies that LLCs may be used to carry out non-profit operations.
- Operating Agreements: Governing agreements are no longer required to be in writing, but may be oral or implied.
- Statement of Authority: The new law provides for the use of statements of authority, which establish the authority of certain individuals to act on behalf of the LLC. The documents will be filed with the Office of Commercial Recording.
- Resignation Rights: A resigning member of an LLC will no longer be entitled to receive the fair share value of the member’s LLC interest. Under the new rules, a resigning member is dissociated from the LLC and only has the rights of an economic interest holder.
- Member Oppression: The new rules provide certain remedies for minority members. For example, a member may seek a dissolution order from the New Jersey Superior Court on the grounds that the controlling members have acted in a manner that is oppressive or harmful.
- Conversion and Domestication: LLCs may now easily convert to another legal entity and vice versa. In addition, foreign LLCs may domesticate and NJ LLCs may transfer to the jurisdiction of another state.
If you have any questions about the new law or how your business may benefit, please contact me, Mark Follender, or the Scarinci Hollenbeck attorney with whom you work.
- Practices: Corporate, Partnerships, & LLC Disputes
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Related Posts
See all
Does Your Homeowners Insurance Provide Adequate Coverage?
Your home is likely your greatest asset, which is why it is so important to adequately protect it. Homeowners insurance protects you from the financial costs of unforeseen losses, such as theft, fire, and natural disasters, by helping you rebuild and replace possessions that were lost While the definition of “adequate” coverage depends upon a […]
Author: Jesse M. Dimitro
Understanding the Importance of a Non-Contingent Offer
Making a non-contingent offer can dramatically increase your chances of securing a real estate transaction, particularly in competitive markets like New York City. However, buyers should understand that waiving contingencies, including those related to financing, or appraisals, also comes with significant risks. Determining your best strategy requires careful analysis of the property, the market, and […]
Author: Jesse M. Dimitro
Fred D. Zemel Appointed Chair of Strategic Planning at Scarinci & Hollenbeck, LLC
Business Transactional Attorney Zemel to Spearhead Strategic Initiatives for Continued Growth and Innovation Little Falls, NJ – February 21, 2025 – Scarinci & Hollenbeck, LLC is pleased to announce that Partner Fred D. Zemel has been named Chair of the firm’s Strategic Planning Committee. In this role, Mr. Zemel will lead the committee in identifying, […]
Author: Scarinci Hollenbeck, LLC
Novation Agreement Process: Step-by-Step Guide for Businesses
Big changes sometimes occur during the life cycle of a contract. Cancelling a contract outright can be bad for your reputation and your bottom line. Businesses need to know how to best address a change in circumstances, while also protecting their legal rights. One option is to transfer the “benefits and the burdens” of a […]
Author: Dan Brecher
What Is a Trade Secret? Key Elements and Legal Protections Explained
What is a trade secret and why you you protect them? Technology has made trade secret theft even easier and more prevalent. In fact, businesses lose billions of dollars every year due to trade secret theft committed by employees, competitors, and even foreign governments. But what is a trade secret? And how do you protect […]
Author: Ronald S. Bienstock
What Is Title Insurance? Safeguarding Against Title Defects
If you are considering the purchase of a property, you may wonder — what is title insurance, do I need it, and why do I need it? Even seasoned property owners may question if the added expense and extra paperwork is really necessary, especially considering that people and entities insured by title insurance make fewer […]
Author: Patrick T. Conlon
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Sign up to get the latest from our attorneys!
Explore What Matters Most to You.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
New LLC Rules Take Effect in New Jersey
Author: Scarinci Hollenbeck, LLC
For many New Jersey business owners, the limited liability company framework offers a number of advantages. Most notably, it limits personal liability for business debts and court judgments against the business and shields an owner’s personal assets.
Under new rules that took effect on March 18, LLCs may now be even more attractive to New Jersey business owners. The large-scale overhaul contains several key changes intended to overhaul New Jersey’s regulations governing LLCs and make them more business friendly.
Under the New Jersey Revised Uniform Limited Liability Company Act, the following changes are currently in effect for all new LLCs and will govern existing New Jersey LLCs beginning on March 1, 2014:
- Duration: Like corporations, LLCs will now have a perpetual duration unless the operating agreement specifies otherwise.
- Purpose: LLCs can now be formed “for any lawful purpose, regardless of whether for profit.” This clarifies that LLCs may be used to carry out non-profit operations.
- Operating Agreements: Governing agreements are no longer required to be in writing, but may be oral or implied.
- Statement of Authority: The new law provides for the use of statements of authority, which establish the authority of certain individuals to act on behalf of the LLC. The documents will be filed with the Office of Commercial Recording.
- Resignation Rights: A resigning member of an LLC will no longer be entitled to receive the fair share value of the member’s LLC interest. Under the new rules, a resigning member is dissociated from the LLC and only has the rights of an economic interest holder.
- Member Oppression: The new rules provide certain remedies for minority members. For example, a member may seek a dissolution order from the New Jersey Superior Court on the grounds that the controlling members have acted in a manner that is oppressive or harmful.
- Conversion and Domestication: LLCs may now easily convert to another legal entity and vice versa. In addition, foreign LLCs may domesticate and NJ LLCs may transfer to the jurisdiction of another state.
If you have any questions about the new law or how your business may benefit, please contact me, Mark Follender, or the Scarinci Hollenbeck attorney with whom you work.