reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2C-35 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-35 - Limitations on distribution.

42:2C-35 Limitations on distribution.  35. Limitations on Distribution. a. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. b. A limited liability company may base a determination that a distribution is not prohibited under subsection a. of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. c. Except as otherwise provided in subsection f. of this section, the effect of a distribution under subsection a. of this section is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date: (a) the distribution is authorized, if the payment occurs within 120 days after that date; or (b) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. d. A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. e. A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection a. of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. f. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. g. As used in this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.  L.2012, c.50, s.35.
NJ Rev Stat § 42:2C-36 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-36 - Liability for improper distributions.

42:2C-36 Liability for improper distributions.  36. Liability for Improper Distributions. a. Except as otherwise provided in subsection b. of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 35 of this act and in consenting to the distribution fails to comply with section 39 of this act, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 35 of this act. b. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection a. of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility. c. A person that receives a distribution knowing that the distribution to that person was made in violation of section 35 of this act is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 35 of this act. d. A person against which an action is commenced because the person is liable under subsection a. of this section may: (1) implead any other person that is subject to liability under subsection a. of this section and seek to compel contribution from the person; and (2) implead any person that received a distribution in violation of subsection c. of this section and seek to compel contribution from the person in the amount the person received in violation of subsection c. of this section. e. An action under this section is barred if not commenced within two years after the distribution. L.2012, c.50, s.36.
NJ Rev Stat § 42:2C-41 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-41 - Nature of transferable interest.

42:2C-41 Nature of transferable interest.  41. Nature of Transferable Interest.  A transferable interest shall be personal property. L.2012, c.50, s.41.
NJ Rev Stat § 42:2C-42 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-42 - Transfer of transferable interest.

42:2C-42 Transfer of transferable interest.  42. Transfer of Transferable Interest. a. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (3) subject to section 44 of this act, does not entitle the transferee to: (a) participate in the management or conduct of the company's activities; or (b) except as otherwise provided in subsection c. of this section, have access to records or other information concerning the company's activities. b. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. c. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. d. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. e. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. f. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. g. Except as otherwise provided in paragraph (2) of subsection d. of section 46 of this act, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. h. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations known to the transferee when the transferee becomes a member. L.2012, c.50, s.42; amended 2013, c.276, s.5.
NJ Rev Stat § 42:2C-43 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-43 - Rights of judgment creditor of a member.

42:2C-43 Rights of judgment creditor of a member.  43. Rights of Judgment Creditor of a Member. On application by a judgment creditor of a member, a court may charge the transferable interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. An action by a court pursuant to this section does not deprive any member of the benefit of any exemption laws applicable to his transferable interest. A court order charging the transferable interest of a member pursuant to this section shall be the sole remedy of a judgment creditor, who shall have no right under 42:2C-1 et seq. or any other State law to interfere with the management or force dissolution of a limited liability company or to seek an order of the court requiring a foreclosure sale of the transferable interest. Nothing in this section shall be construed to affect in any way the rights of a judgment creditor of a member under federal bankruptcy or reorganization laws. L.2012, c.50, s.43; amended 2013, c.276, s.6.
NJ Rev Stat § 42:2C-44 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-44 - Power of personal representative of deceased member.

42:2C-44 Power of personal representative of deceased member.  44. Power of Personal Representative of Deceased Member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection c. of section 42 of this act and, for the purposes of settling the estate, the rights of a current member under section 40 of this act. L.2012, c.50, s.44.
NJ Rev Stat § 42:2C-45 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-45 - Member's power to dissociate; wrongful dissociation.

42:2C-45 Member's power to dissociate; wrongful dissociation.  45. Member's Power to Dissociate; Wrongful Dissociation. a. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 46 of this act. b. A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the termination of the company and: (a) the person is expelled as a member by judicial order under subsection e. of section 46 of this act; (b) the person is dissociated under paragraph (1) of subsection g. of section 46 of this act, by becoming a debtor in bankruptcy; or (c) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated; or (3) in the case of a company for a definite term or particular undertaking, by withdrawing as a member by express will under section 46 of this act before the expiration of the term or the completion of the undertaking. c. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 67 of this act, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.  L.2012, c.50, s.45.
NJ Rev Stat § 42:2C-47 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-47 - Effect of person's dissociation as member.

42:2C-47 Effect of person's dissociation as member.  47. Effect of Person's Dissociation as Member. a. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 44 and Article 10 (sections 73 through 87 of this act), any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. b. A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. c. A court that expels a member from a company pursuant to subsection e. of section 46 of this act may order the sale of the interests held by such person immediately before dissociation to either the company or to any other persons who are parties to the action if the court determines, in its discretion, that such an order is required by any other law, rule or regulation, or that such an order would be fair and equitable to all parties under all of the circumstances of the case. L.2012, c.50, s.47.
NJ Rev Stat § 42:2C-48 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-48 - Events causing dissolution.

42:2C-48 Events causing dissolution.  48. Events Causing Dissolution. a. A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of 90 consecutive days during which the company has no members; (4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that: (a) the conduct of all or substantially all of the company's activities is unlawful; or (b) it is not reasonably practicable to carry on the company's activities in conformity with one or both of the certificate of formation and the operating agreement; or (5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company: (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or  (b) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant. (6) A certificate of dissolution is filed before the delayed effective date of a certificate of formation pursuant to subsection e. of section 18 of this act. b. In a proceeding brought under paragraph (4) or (5) of subsection a. of this section, the court may order or a party may seek a remedy other than dissolution, including, but not limited to, the appointment of a custodian or one or more provisional managers. The court shall appoint a custodian or one or more provisional managers if it appears to the court that such an appointment may be in the best interests of the limited liability company and its members. In any proceeding under this section, the court shall allow reasonable compensation to any custodian or provisional manager for his or her services and reimbursement or direct payment of all his or her reasonable costs and expenses, which amounts shall be paid by the limited liability company. The court may appoint a custodian or one or more provisional managers in a summary proceeding or otherwise; or order the sale of all interests held by a member who is a party to the proceeding to either the limited liability company or any other member who is a party to the proceeding, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. c. If the court determines that any party to a proceeding brought under paragraph (4) or (5) of subsection a. of this section has acted vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties.  L.2012, c.50, s.48.
NJ Rev Stat § 42:2C-50 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-50 - Known claims against dissolved limited liability company.

42:2C-50 Known claims against dissolved limited liability company.  50. Known Claims Against Dissolved Limited Liability Company. a. Except as otherwise provided in subsection d. of this section, a dissolved limited liability company may give notice of a known claim under subsection b. of this section, which has the effect as provided in subsection c. of this section. b. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline.  c. A claim against a dissolved limited liability company is barred if the requirements of subsection b. of this section are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (a) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and (b) the claimant does not commence the required action within the 90 days. d. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. L.2012, c.50, s.50.
NJ Rev Stat § 42:2C-51 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-51 - Other claims against dissolved limited liability company.

42:2C-51 Other claims against dissolved limited liability company.  51. Other Claims Against Dissolved Limited Liability Company. a. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. b. The notice authorized by subsection a. of this section shall: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.  c. If a dissolved limited liability company publishes a notice in accordance with subsection b. of this section, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under section 50 of this act; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. d. A claim not barred under this section may be enforced: (1) against a dissolved limited liability company, to the extent of its undistributed assets; and (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. L.2012, c.50, s.51.
NJ Rev Stat § 42:2C-52 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-52 - Claims against member or transferee barred unless filed within five years after limited liability company dissolved.

42:2C-52 Claims against member or transferee barred unless filed within five years after limited liability company dissolved.  52. Claims Against Member or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved. a. A claimant, and all those claiming through or under the claimant, shall be forever barred from suing a member or transferee on any claim, or otherwise realizing upon or enforcing any claim against a member or transferee, unless an action is commenced against the member or transferee, pursuant to paragraph (2) of subsection d. of section 51 of this act, or otherwise, within five years after the limited liability company was dissolved. b. This section shall not:  (1) apply to claims against members or transferees which are in litigation on the effective date of this section;  (2) operate to extend any otherwise applicable statute of limitations; or  (3) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2012, c.50, s.52; amended 2021, c.92, s.21.
NJ Rev Stat § 42:2C-53 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-53 - Administrative action.

42:2C-53 Administrative action.  53. Administrative Action. a. The filing office may place a limited liability company on the inactive list if the company does not: (1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other than this act; or (2) file annual reports for two consecutive years pursuant to section 26 of this act.  b. If the filing office determines that a ground exists for placing a company on the inactive list, the filing office shall provide notice of the filing office's intent to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. c. If within 60 days after service of the notice pursuant to subsection b. of this section a limited liability company does not correct each ground for being placed on the inactive list or demonstrate to the reasonable satisfaction of the filing office that each ground determined by the filing office does not exist, the filing office shall place the company on the inactive list and file a declaration of the action. The filing office shall send a notice of the action to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office. d. A limited liability company that has been placed on the inactive list continues in existence but, subject to section 54 of this act, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 49 and 56 of this act and to notify claimants under sections 50 and 51 of this act. e. An inactivation of a limited liability company does not terminate the authority of its agent for service of process. L.2012, c.50, s.53.