 |
|
Ask a Lawyer -- LLCs
LLC Question 113
Question: I formed an NJ LLC with 5 members, and I put their names down with the state when I formed it. I would like to add a sixth member, how do I go about doing that. Is it necessary to file with the state?
Response: The New Jersey LLC Act provides:
42:2B-8.1. Annual report by limited liability company to Secretary of State
22. a. Each domestic and foreign limited liability company shall file an annual report with the office of the Secretary of State, setting forth:
- the name and address of the limited liability company;
- the name and address of the registered agent of the limited liability company; and
- the name and addresses of the managing members or managers, as the case may be.
This is essentially the same information provided in the LLC certificate of formation filed with the Secretary of State to initially form the LLC. The way I read the the third item from Section 42:2B-8.1 above (list of "managing members or managers") is as follows. If the LLC is member managed, then all members are listed. A new member would need to be listing in the filings with the secretary of state's office. As to the question of whether you may just henceforth list the new member in the prospective annual reports or need to go back and amend the certificate of formation, I can't say. Best to contact the New Jersey Secretary of State's office. If the LLC is managed by managers (who may also be LLC members), then only the managers are listed in the filings. A new member would only need to be listed in the filings if that member were also to be a manager.
As to the mechanics of adding a new member outside of filings with the secretary of state's office, that is governed by the LLC operating agreement. All that is necessary to add a new LLC members is to follow the rules in the LLC operating agreement for adding a new member (i.e., unanimous vote of the current LLC members). If you have a written LLC agreement, then I would have the new LLC member sign a document acknowledging his or agreement to be bound by the existing LLC agreement. If you need a form for recording action by the LLC members, here is a sample member resolution.
Submitted: 6-22-2007; Tim, NJ
Response: 7-8-2007; JJR
Add A Comment
|
|
Ask a Lawyer LLC Archives
DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as professional advice. The information presented on this site comes without any warranty of correctness and, therefore, should not be relied upon. This service is not a substitute for the advice of a professional. No attorney client relationship is created through use of this site.
|
|
 |
