reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2C-54 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-54 - Reinstatement following administrative dissolution.

42:2C-54 Reinstatement following administrative dissolution.  54. Reinstatement Following Administrative Dissolution. a. A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office action placing the company on the inactive list, and the limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a limited liability company has been placed on the inactive list shall require a tax clearance certificate. L.2012, c.50, s.54; amended 2019, c.149, s.11.
NJ Rev Stat § 42:2C-55 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-55 - Appeal from rejection of reinstatement.

42:2C-55 Appeal from rejection of reinstatement.  55. Appeal from Rejection of Reinstatement. a. If the filing office rejects a limited liability company's application for reinstatement, the filing office shall present a notice to the company explaining the reason for rejection. b. Within 30 days after a rejection of reinstatement under subsection a. of this section, a limited liability company may appeal from the rejection by petitioning the court to set aside the filing office action. The petition shall be served on the filing office and contain a copy of the company's application for reinstatement and the filing office's notice of rejection. c. The court may order the filing office to reinstate a limited liability company or take other action the court considers appropriate. L.2012, c.50, s.55.
NJ Rev Stat § 42:2C-56 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-56 - Distribution of assets in winding up limited liability company's activities.

42:2C-56 Distribution of assets in winding up limited liability company's activities.  56. Distribution of Assets in Winding Up Limited Liability Company's Activities. a. In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. b. After a limited liability company complies with subsection a. of this section, any surplus shall be distributed in the following order, subject to any order in effect under section 43 of this act: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 of this act. c. If a limited liability company does not have sufficient surplus to comply with paragraph (1) of subsection b. of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. d. All distributions made under subsections b. and c. of this section shall be paid in money. L.2012, c.50, s.56; amended 2013, c.276, s.8.
NJ Rev Stat § 42:2C-57 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-57 - Governing law.

42:2C-57 Governing law.  57. Governing Law. a. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. b. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the company is formed and the law of this State. c. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. L.2012, c.50, s.57.
NJ Rev Stat § 42:2C-58 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-58 - Application for certificate of authority; amendments to certificate of authority.

42:2C-58 Application for certificate of authority; amendments to certificate of authority.  58. Application for Certificate of Authority ; Amendments to Certificate of Authority. Before doing business in this State, a foreign limited liability company shall obtain a certificate of authority to transact business in this State.  a. A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the filing office for filing. The application shall state: (1) the name of the company and, if the name does not comply with section 8 of this act, an alternate name adopted pursuant to subsection a. of section 61 of this act; (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the laws of the jurisdiction under which the company is formed require the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. b. If any statement in the application for a certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited liability company shall promptly file in the filing office an amended application, executed by an authorized person, correcting the statement. L.2012, c.50, s.58.
NJ Rev Stat § 42:2C-59 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-59 - Activities not constituting transacting business.

42:2C-59 Activities not constituting transacting business.  59. Activities Not Constituting Transacting Business. a. Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this section include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions; and (10) transacting business in interstate commerce. b. For purposes of this section, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State. c. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this act. L.2012, c.50, s.59.
NJ Rev Stat § 42:2C-60 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-60 - Filing of certificate of authority.

42:2C-60 Filing of certificate of authority.  60. Filing of Certificate of Authority. Unless the filing office determines that an application for a certificate of authority does not comply with the filing requirements of this act, the filing office, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare and file a certificate of authority to transact business in this State, and provide a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. L.2012, c.50, s.60.
NJ Rev Stat § 42:2C-61 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-61 - Noncomplying name of foreign limited liability company.

42:2C-61 Noncomplying name of foreign limited liability company.  61. Noncomplying Name of Foreign Limited Liability Company. a. A foreign limited liability company whose name does not comply with section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 8 of this act. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with R.S.56:1-1 et seq. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under R.S.56:1-1 et seq. to transact business in this State under another name. b. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not comply with section 8 of this act, it may not thereafter transact business in this State until it complies with subsection a. of this section and obtains an amended certificate of authority. L.2012, c.50, s.61.
NJ Rev Stat § 42:2C-62 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-62 - Revocation of certificate of authority.

42:2C-62 Revocation of certificate of authority.  62. Revocation of Certificate of Authority. a. A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the filing office in the manner provided in subsections b. and c. of this section, 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; (2) file annual reports for two consecutive years pursuant to section 26 of this act. b. To revoke a certificate of authority of a foreign limited liability company, 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 company does not correct each ground for revocation 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 revoke the company and file a declaration of the action. The filing office shall send the company 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. The authority of a foreign limited liability company to transact business in this State ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection b. of this section L.2012, c.50, s.62.
NJ Rev Stat § 42:2C-63 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-63 - Reinstatement of certificate of authority.

42:2C-63 Reinstatement of certificate of authority.  63. Reinstatement of Certificate of Authority.  a. A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state: (1) the name of the company and such other information as may be required by the filing office to correctly identify the company; and (2) that the company's name satisfies the requirements of section 8 of this act. b. If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company. c. When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office revocation action, and the foreign limited liability company may resume its activities as if the filing office action had not occurred. d. A reinstatement filed two or more years after a foreign limited liability company that has been revoked shall require a tax clearance certificate. L.2012, c.50, s.63; amended 2019, c.149, s.12.
NJ Rev Stat § 42:2C-64 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-64 - Cancellation of certificate of authority.

42:2C-64 Cancellation of certificate of authority.  64. Cancellation of Certificate of Authority. To cancel its certificate of authority to transact business in this State, a foreign limited liability company shall deliver to the filing office for filing a certificate of cancellation stating the name of the company and such other information as may be required by the filing office to correctly identify the company and that the company desires to cancel its certificate of authority. The certificate of authority is canceled when the certificate of cancellation becomes effective. L.2012, c.50, s.64.
NJ Rev Stat § 42:2C-65 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-65 - Effect of failure to have certificate of authority.

42:2C-65 Effect of failure to have certificate of authority.  65. Effect of Failure to Have Certificate of Authority. a. A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. b. The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State. c. A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. d. If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the filing office as its agent for service of process for rights of action arising out of the transaction of business in this State. L.2012, c.50, s.65.
NJ Rev Stat § 42:2C-66 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-66 - Action by attorney general.

42:2C-66 Action by attorney general.  66. Action by Attorney General. The Attorney General of the State of New Jersey may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this act. A foreign limited liability company doing business in this State without first having obtained a certificate of authority to transact business shall be fined and shall pay to the State Treasurer $200 for each year or part thereof during which the foreign limited liability company failed to obtain a certificate of authority. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The Superior Court may proceed in the action in a summary manner or otherwise.  L.2012, c.50, s.66.
NJ Rev Stat § 42:2C-67 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-67 - Direct action by member.

42:2C-67 Direct action by member.  67. Direct Action by Member. a. Subject to subsection b. of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this act or arising independently of the membership relationship. b. A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. L.2012, c.50, s.67.
NJ Rev Stat § 42:2C-68 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-68 - Derivative action.

42:2C-68 Derivative action.  68. Derivative Action. A member may maintain a derivative action to enforce a right of a limited liability company if: a. the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or b. A demand under subsection a. of this section would be futile. L.2012, c.50, s.68.
NJ Rev Stat § 42:2C-69 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-69 - Proper plaintiff.

42:2C-69 Proper plaintiff.  69. Proper Plaintiff. a. Except as otherwise provided in subsection b. of this section, a derivative action under section 68 of this act may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. b. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. L.2012, c.50, s.69.
NJ Rev Stat § 42:2C-70 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-70 - Pleading.

42:2C-70 Pleading.  70. Pleading. In a derivative action under section 68 of this act, the complaint shall state with particularity: a. The date and content of plaintiff's demand and the response to the demand by the managers or other members; or b. If a demand has not been made, the reasons a demand under subsection a. of section 68 of this act would be futile. L.2012, c.50, s.70.
NJ Rev Stat § 42:2C-71 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-71 - Special litigation committee.

42:2C-71 Special litigation committee.  71. Special Litigation Committee. a. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection shall not prevent the court from enforcing a person's right to information under section 40 of this act or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. b. A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.  c. A special litigation committee may be appointed: (1) in a member-managed limited liability company: (a) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and (b) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (a) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and (b) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. d. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed. e. After making a determination under subsection d. of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection a. of this section and allow the action to proceed under the direction of the plaintiff. L.2012, c.50, s.71.
NJ Rev Stat § 42:2C-72 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-72 - Proceeds and expenses.

42:2C-72 Proceeds and expenses.  72. Proceeds and Expenses. a. Except as otherwise provided in subsection b. of this section: (1) any proceeds or other benefits of a derivative action under section 68 of this act, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. b. If a derivative action under section 68 of this act is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. L.2012, c.50, s.72.