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NEW JERSEY LEGAL INFORMATION
LLC Links -- Forms and Statutes
SELECTED NEW JERSEY LLC STATUTES
- 42:2B-3. Name of limited liability company.
The name of each limited liability company as set forth in its certificate of formation:
a. Shall contain the words "Limited Liability Company" or the abbreviation "L.L.C.";
b. May contain the name of a member or manager;
c. Must be such as to distinguish it upon the records in the office of the Secretary of State from the name of any corporation, limited partnership, business trust or limited liability company reserved, registered, formed or organized under the laws of this State or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in this State; provided, however, that a limited liability company may register under any name which does not distinguish it upon the records in the office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, business trust or limited liability company reserved, registered, formed or organized under the laws of this State with the written consent of the other corporation, limited partnership, business trust or limited liability company, which written consent shall be filed with the Secretary of State; and
d. Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless the restrictions have been complied with.
- 42:2B-14 Cancellation of certificate of formation; filing of certificate of cancellation.
14. a. A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation.
b. A certificate of cancellation shall be filed in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and shall set forth:
- The name of the limited liability company;
- The date of filing of its certificate of formation;
- The reason for filing the certificate of cancellation;
- The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and
- Any other information the person filing the certificate of cancellation determines.
- 42:2B-24 Dissociation of membership.
24.A member shall be dissociated from a limited liability company upon the occurrence of any of the following events:
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(3) on application by the limited liability company or another member, the member's expulsion by judicial determination because:
- the member engaged in wrongful conduct that adversely and materially affected the limited liability company's business;
- the member willfully or persistently committed a material breach of the operating agreement; or
- the member engaged in conduct relating to the limited liability company business which makes it not reasonably practicable to carry on the business with the member as a member of the limited liability company;
- 42:2B-26. Provisions of operating agreement on performance of members
26. An operating agreement may provide that a member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences, and at the time or upon the happening of events specified in the operating agreement, a member shall be subject to specified penalties or specified consequences. Unless otherwise provided in the operating agreement, a member shall not be personally liable for failure to perform in accordance with, or to comply with the terms and conditions of, the operating agreement or for any other reason unless such failure to perform or to comply or such other reason constitutes gross negligence or willful misconduct by the member. The operating agreement may, in any event, eliminate or limit the personal liability of the member for such failure to perform or to comply or for such other reason.
- 42:2B-33. Obligations of members for contributions promised
33. a. Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value (as stated in the records of the limited liability company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the operating agreement or applicable law.
b. Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
c. An operating agreement may provide that the limited liability company interest of any member who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his limited liability company interest to that of nondefaulting members, a forced sale of his limited liability company interest, forfeiture of his limited liability company interest, the lending by other members of the amount necessary to meet his commitment, a fixing of the value of his limited liability company interest by appraisal or by formula and redemption or sale of his limited liability company interest at such value, or other penalty or consequence.
- 42:2B-38. Resignation of member
38. A member may resign from a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. If an operating agreement does not specify the time or the events upon the happening of which a member may resign or a definite time for the dissolution and winding up of a limited liability company, a member may resign upon not less than six months' prior written notice to the limited liability company at its registered office as set forth in the certificate of formation filed in the office of the Secretary of State and to each member and manager at each member's and manager's address as set forth on the records of the limited liability company. Notwithstanding anything to the contrary set forth in this act, an operating agreement may provide that a member may not resign from a limited liability company or assign his limited liability company interest prior to the dissolution and winding up of the limited liability company.
- 42:2B-39 Distribution to resigning member.
39. a. Except as provided in this act, upon resignation any resigning member from a limited liability company with at least one remaining member is entitled to receive any distribution to which he is entitled under an operating agreement and, if not otherwise provided or permitted in an operating agreement, he is entitled to receive, within a reasonable time after resignation, the fair value of his limited liability company interest as of the date of resignation, less all applicable valuation discounts, unless the operating agreement provides for another distribution formula. Upon resignation from a limited liability company of which that member had been the last member, unless the limited liability company continues as permitted pursuant to subsection d. of section 48 of P.L.1993, c.210 (C.42:2B-48), the resigning member shall not be entitled to receive any distribution except pursuant to section 51 of P.L.1993, c.210 (C.42:2B-51). If the limited liability company continues as permitted under subsection d. of section 48 of P.L.1993, c.210 (C.42:2B-48), the resigning member shall be treated as, and have the rights of, a resigning member from a limited liability company with at least one remaining member. If the resignation of a member violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning member.
b. As used in subsection a. of this section, "all applicable valuation discounts" shall include discounts for lack of liquidity, relative size of holding, absence of any trading market and comparable factors.
- 42:2B-48 Dissolution, wind up.
48.A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:
- Unless the certificate of formation specifies that the limited liability company is perpetual, at the time specified in an operating agreement, or 30 years from the date of the formation of the limited liability company if no specified time for dissolution and winding up, regardless of any dissolution contingencies, is set forth in the operating agreement;
- Upon the happening of events specified in an operating agreement;
- The written consent of all members, which includes written consent of the sole member of a limited liability company with only one member;
- Ninety days after the date on which the limited liability company no longer has at least one member, unless at least one new member is admitted within that 90-day period; or
- The entry of a decree of judicial dissolution under section 49 of this act.
- 42:2B-49. Dissolution by decree.
49. On application by or for a member or manager the Superior Court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with an operating agreement.
Library of Informational Legal Articles
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