reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:2C-18 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-18 - Formation of limited liability company; certificate of formation.

42:2C-18 Formation of limited liability company; certificate of formation.  18. Formation of Limited Liability Company; Certificate of Formation.  a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation.  b. A certificate of formation shall state: (1) the name of the limited liability company, which complies with section 8 of this act; and  (2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company. c. Subject to subsection c. of section 12 of this act, a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section. However, a statement in a certificate of formation is not effective as a statement of authority. d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act. e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate. f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company. L.2012, c.50, s.18.
NJ Rev Stat § 42:2C-19 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-19 - Amendment or restatement of certificate of formation.

42:2C-19 Amendment or restatement of certificate of formation.  19. Amendment or Restatement of Certificate of Formation. a. A certificate of formation may be amended or restated at any time. b. To amend its certificate of formation, a limited liability company shall deliver to the filing office for filing an amendment stating: (1) the name of the company; (2) the date of filing of its certificate of formation;  (3) such other information as may be required by the filing office to correctly identify the company; and  (4) the changes the amendment makes to the certificate as most recently amended or restated. c. To restate its certificate of formation, a limited liability company shall deliver to the filing office for filing a restated certificate of formation, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name, the date of the filing of the company's initial certificate of formation and such other information as may be required by the filing office to correctly identify the company; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and (3) the changes the restated certificate of formation makes to the certificate of formation as most recently amended or restated. d. Subject to subsection c. of section 12 and subsection c. of section 22 of this act, an amendment to or a restated certificate of formation is effective when filed by the filing office. e. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of formation was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the filing office for filing a statement of change under section 15 or a certificate of correction under section 23 of this act. L.2012, c.50, s.19.
NJ Rev Stat § 42:2C-20 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-20 - Signing of records to be delivered for filing to filing office.

42:2C-20 Signing of records to be delivered for filing to filing office.  20. Signing of Records to be Delivered for Filing to Filing Office. a. A record delivered to the filing office for filing pursuant to this act shall be signed as follows: (1) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company. (2) A limited liability company's initial certificate of formation shall be signed by at least one person acting as an organizer. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company's activities under subsection c. of section 49 of this act or a person appointed under subsection d. of section 49 of this act to wind up those activities. (4) A certificate of dissolution under subsection e. of section 18 of this act shall be signed by each organizer that signed the initial certificate of formation, but a personal representative of a deceased or incompetent organizer may sign in place of the decedent or incompetent.  (5) A statement of denial by a person under section 29 of this act shall be signed by that person. (6) Any other record shall be signed by the person on whose behalf the record is delivered to the filing office. b. Any record filed under this act may be signed by an agent, including an attorney in fact. L.2012, c.50, s.20.
NJ Rev Stat § 42:2C-21 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-21 - Signing and filing pursuant to judicial order.

42:2C-21 Signing and filing pursuant to judicial order.  21. Signing and Filing Pursuant to Judicial Order. a. If a person required by this act to sign a record or deliver a record to the filing office for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) the person to sign the record; (2) the person to deliver the record to the filing office for filing; or (3) the filing office to file the record unsigned. b. If a petitioner under subsection a. of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. L.2012, c.50, s.21.
NJ Rev Stat § 42:2C-22 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-22 - Delivery to and filing of records by filing office; effective time and date.

42:2C-22 Delivery to and filing of records by filing office; effective time and date.  22. Delivery to and Filing of Records by Filing Office; Effective Time and Date. a. A record authorized or required to be delivered to the filing office for filing under this act shall be captioned to describe the record's purpose, be in a medium permitted by the filing office, and be delivered to the filing office. If the filing fees have been paid, unless the filing office determines that a record does not comply with the filing requirements of this act, the filing office shall file the record and: (1) for a statement of denial under section 29 of this act, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record; and (2) for all other records, send an acknowledgement confirming the filing and a receipt for the fees to the person who submitted the record. b. Upon request and payment of the requisite fee, the filing office shall send to the requester a certified copy of a requested record. c. Except as otherwise provided in sections 15 and 23 of this act, a record delivered to the filing office for filing under this act may specify a delayed effective date. Subject to section 15, subsection d. of section 18 and section 23 of this act, a record filed by the filing office is effective: (1) if the record does not specify a delayed effective date, on the date the record is filed as evidenced by the filing office's endorsement of the date on the record; and (2) if the record specifies a delayed effective date after the date the record is filed as evidenced by the filing office's endorsement of the date on the record, on the delayed effective date.  L.2012, c.50, s.22.
NJ Rev Stat § 42:2C-23 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-23 - Correcting filed record.

42:2C-23 Correcting filed record.  23. Correcting Filed Record. a. A limited liability company or foreign limited liability company may deliver to the filing office for filing a certificate of correction to correct a record previously delivered by the company to the filing office and filed by the filing office, if at the time of filing the record contained inaccurate information or was defectively signed. b. A certificate of correction under subsection a. of this section may not state a delayed effective date and shall: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and (3) correct the defective signature or inaccurate information. c. When filed by the filing office, a certificate of correction under subsection a. of this section is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed: (1) for the purposes of subsection d. of section 3 of this act; and (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. L.2012, c.50, s.23.
NJ Rev Stat § 42:2C-24 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-24 - Liability for inaccurate information in filed record.

42:2C-24 Liability for inaccurate information in filed record.  24. Liability for Inaccurate Information in Filed Record. a. If a record delivered to the filing office for filing under this act and filed by the filing office contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection b. of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (a) the record was delivered for filing on behalf of the company; and (b) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) effected an amendment under section 19 of this act; (ii) filed a petition under section 21 of this act; or (iii) delivered to the filing office for filing a certificate of change under section 15 or a certificate of correction under section 23 of this act. b. To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the filing office for filing under this act and imposes that responsibility on one or more other members, the liability stated in paragraph (2) of subsection a. of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. c. An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate. L.2012, c.50, s.24.
NJ Rev Stat § 42:2C-25 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-25 - Certificate of standing.

42:2C-25 Certificate of standing.  25. Certificate of Standing. a. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a limited liability company if the records filed in the filing office show that the company has been formed under section 18 of this act. A certificate of standing shall state: (1) the company's name; (2) that the company was duly formed under the laws of this State and the date of formation; (3) whether all fees and penalties due under this act or other law to the filing office have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) whether the filing office has administratively revoked the company; and (6) whether the filing office has filed a certificate of dissolution. b. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a foreign limited liability company if the records filed in the office of the filing office show that the filing office has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of standing shall state: (1) the company's name and any alternate name adopted under subsection a. of section 61 of this act for use in this State; (2) that the company is authorized to transact business in this State; (3) whether all fees and penalties due to the filing office under this act or other law have been paid; (4) whether the company's most recent annual report required by section 26 of this act has been filed in the filing office; (5) that the filing office has not revoked the company's certificate of authority and has not filed a certificate of cancellation; and (6) other facts of record in the office of the filing office which are specified by the person requesting the certificate. c. Subject to any qualification stated in the certificate, a certificate of standing issued by the filing office is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. L.2012, c.50, s.25.
NJ Rev Stat § 42:2C-26 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-26 - Annual report for filing office.

42:2C-26 Annual report for filing office.  26. Annual Report for Filing Office. a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth: (1) the name and address of the limited liability company; (2) the name and address of the registered agent of the limited liability company; and (3) the name and addresses of the managing members or managers, as the case may be. b. If no annual report is filed as required by this section for two consecutive years: (1) the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company. (2) the certificate of a foreign limited liability company may be revoked by the filing office. (3) if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee and all delinquent annual report fees. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim. In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name. The filing office shall provide the forms necessary to effect annual report reinstatements.  L.2012, c.50, s.26; amended 2019, c.149, s.10.
NJ Rev Stat § 42:2C-27 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-27 - No agency power of member as member.

42:2C-27 No agency power of member as member.  27. No Agency Power of Member as Member. a. A member is not an agent of a limited liability company solely by reason of being a member.  b. A person's status as a member does not prevent or restrict law other than this act from imposing liability on a limited liability company because of the person's conduct. L.2012, c.50, s.27.
NJ Rev Stat § 42:2C-29 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-29 - Statement of denial.

42:2C-29 Statement of denial.  29. Statement of Denial. A person named in a filed statement of authority granting that person authority may deliver to the filing office for filing a statement of denial that: a. Provides the name of the limited liability company and such other information as may be required by the filing office to correctly identify the company and the caption of the statement of authority to which the statement of denial pertains; and b. Denies the grant of authority. L.2012, c.50, s.29.
NJ Rev Stat § 42:2C-30 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-30 - Liability of members and managers.

42:2C-30 Liability of members and managers.  30. Liability of Members and Managers. a. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.  b. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. L.2012, c.50, s.30.
NJ Rev Stat § 42:2C-31 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-31 - Becoming a member.

42:2C-31 Becoming a member.  31. Becoming a Member. a. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. b. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. c. After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10 (sections 73 through 87 of this act);  (3) with the consent of all the members; or (4) if, within 90 consecutive days after the company ceases to have any members: (a) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and  (b) the designated person consents to become a member. d. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. L.2012, c.50, s.31.
NJ Rev Stat § 42:2C-32 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-32 - Form of contribution.

42:2C-32 Form of contribution.  32. Form of Contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. L.2012, c.50, s.32.
NJ Rev Stat § 42:2C-33 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-33 - Liability for contributions.

42:2C-33 Liability for contributions.  33. Liability for Contributions. a. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution of property or services, the person or the person's estate is obligated, at the option of the company, to contribute money equal to the value of the part of the contribution which has not been made. b. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection a. of this section may enforce the obligation. L.2012, c.50, s.33.
NJ Rev Stat § 42:2C-34 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:2C-34 - Sharing of and right to distributions before dissolution.

42:2C-34 Sharing of and right to distributions before dissolution.  34. Sharing of and Right to Distributions before Dissolution. a. Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 and any order in effect under section 43 of this act. b. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. c. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in subsection c. of section 56 of this act, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. d. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. L.2012, c.50, s.34; amended 2013, c.276, s.4.