reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-74 - Merger.

42:2C-74 Merger.
74. Merger.
a. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 75 through 77 of this act, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
b. A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
L.2012, c.50, s.74.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-75 - Action on plan of merger by constituent limited liability company.

42:2C-75 Action on plan of merger by constituent limited liability company.
75. Action on Plan of Merger by Constituent Limited Liability Company.
a. Subject to section 86 of this act, a plan of merger shall be consented to by all the members of a constituent limited liability company.
b. Subject to section 86 of this act and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the filing office for filing under section 76 of this act, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
L.2012, c.50, s.75.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-76 - Filings required for merger; effective date.

42:2C-76 Filings required for merger; effective date.
76. Filings Required for Merger; Effective Date.
a. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(1) each constituent limited liability company, as provided in subsection a. of section 20 of this act; and
(2) each other constituent organization, as provided in its governing statute.
b. Articles of merger under this section shall include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(a) if it will be a limited liability company, the company's certificate of formation; or
(b) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the filing office may use for the purposes of subsection b. of section 77 of this act; and
(8) any additional information required by the governing statute of any constituent organization.
c. The surviving organization shall deliver the articles of merger for filing in the office of the filing office.
d. A merger becomes effective under this act:
(1) if the surviving organization is a limited liability company, upon the later of:
(a) compliance with subsection c. of this section; or
(b) subject to subsection c. of section 22 of this act, as specified in the articles of merger; or
(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
L.2012, c.50, s.76.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-77 - Effect of merger.

42:2C-77 Effect of merger.
77. Effect of Merger.
a. When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, obligations, or other liabilities of each constituent organization that has ceased to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act);
(9) if the surviving organization is created by the merger:
(a) if it is a limited liability company, the certificate of formation becomes effective; or
(b) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
b. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the filing office as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and shall have the same consequences as in subsections c. and d. of section 17 of this act.
L.2012, c.50, s.77.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-78 - Conversion.

42:2C-78 Conversion.
78. Conversion.
a. An organization, other than a limited liability company or a foreign limited liability company, may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 79 through 81 of this act, and a plan of conversion, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
b. A plan of conversion shall be in a record and shall include:
(1) the name and form of the organization before conversion;
(2) the name and form of the organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
L.2012, c.50, s.78.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-79 - Action on plan of conversion by converting limited liability company.

42:2C-79 Action on plan of conversion by converting limited liability company.
79. Action on Plan of Conversion by Converting Limited Liability Company.
a. Subject to section 86 of this act, a plan of conversion shall be consented to by all the members of a converting limited liability company.
b. Subject to section 86 of this act and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the filing office for filing under section 80 of this act, a converting limited liability company may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
L.2012, c.50, s.79.