reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-70 - Annual report to State Treasurer by foreign limited partnership.

42:2A-70 Annual report to State Treasurer by foreign limited partnership.
67. Annual report to State Treasurer by foreign limited partnership.
a. Every foreign limited partnership authorized to transact business in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the foreign limited partnership setting forth:
1. The name of the foreign limited partnership;
2. The address, including the actual location as well as postal designation, if different, of the registered agent in this State; and
3. The name of the registered agent.
b. The State Treasurer shall designate a date for filing annual reports for each foreign limited partnership required to submit a report pursuant to this section.
c. If the report is not filed for two consecutive years, the certificate of a foreign limited partnership to transact business in this State shall, after written demand for the reports by the State Treasurer by certified mail addressed to the foreign limited partnership at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. A foreign limited partnership shall not be subject to the revocation of its certificate to transact business in this State if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report.
d. Any foreign limited partnership may, within two years of the revocation of its certificate to transact business in this State, cause a reinstatement of the certificate upon:
(1) payment to the State Treasurer of the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75; and
(2) compliance with the requirements of subsection c. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive foreign limited partnership does not comply with the provisions of paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6).
e. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the revocation, pursuant to this section, of the certificate of authority to transact business in this State.
f. The State Treasurer shall furnish annual report forms, including the forms necessary to effect annual report reinstatements, shall keep all the reports and shall prepare an index thereof. The reports shall be open to public inspection at proper hours.
L.1983, c.483, s.67; amended 1997, c.139, s.7; 2002, c.34, s.37; 2019, c.149, s.9.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-71 - Rules and regulations

42:2A-71. Rules and regulations
Rules and regulations. The Secretary of State shall have full authority to promulgate and adopt rules and regulations to implement the filing and reporting obligations created under the provisions of this act.
L. 1983, c. 489, s. 68, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2A-72 - Exemption from filing business name certificates

42:2A-72. Exemption from filing business name certificates
Exemption from filing business name certificates. Any limited partnership formed under this chapter or R.S. 42:2-1 et seq., or any foreign limited partnership authorized to transact business in this State, shall be exempt from the filing requirements of R.S. 56:1-1 et seq.
L. 1983, c. 489, s. 69, eff. April 1, 1985.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-3 - Knowledge; notice.

42:2C-3 Knowledge; notice.
3. Knowledge; Notice.
a. A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under paragraph (1) of subsection d. of this section or law other than this act.
b. A person has notice of a fact when the person:
(1) has reason to know the fact from all of the facts known to the person at the time in question; or
(2) is deemed to have notice of the fact under paragraph (2) of subsection d. of this section.
c. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
d. A person that is not a member is deemed:
(1) to know of a limitation on authority to transfer real property as provided in subsection g. of section 28 of this act; and
(2) to have notice of a limited liability company's:
(a) dissolution, 90 days after a certificate of dissolution, pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 49 of this act becomes effective;
(b) termination, 90 days after a statement of termination, pursuant to subparagraph (f) of paragraph (2) of subsection b. of section 49 of this act becomes effective; and
(c) merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act) become effective.
L.2012, c.50, s.3.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-4 - Nature, purposes and duration of limited liability company.

42:2C-4 Nature, purposes and duration of limited liability company.
4. Nature, Purpose and Duration of Limited Liability Company.
a. A limited liability company is an entity distinct from its members.
b. A limited liability company may have any lawful purpose, regardless of whether for profit.
c. A limited liability company has perpetual duration.
L.2012, c.50, s.4.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-6 - Governing law.

42:2C-6 Governing law.
6. Governing Law. The law of this State governs:
a. The internal affairs of a limited liability company; and
b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
L.2012, c.50, s.6.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-8 - Name.

42:2C-8 Name.
8. Name.
a. The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".
b. Unless authorized by subsection d. of this section, the name of a limited liability company shall be distinguishable in the records of the filing office from:
(1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and
(2) each name reserved under section 10 of this act.
c. Furthermore, the name of a limited liability company shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless the limited liability company has complied with the restrictions.
d. A limited liability company may apply to the filing office for authorization to use a name that does not comply with subsection b. of this section. The filing office shall authorize use of the name applied for if, as to each noncomplying name:
(1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the filing office to change the noncomplying name to a name that complies with subsection b. of this section and is distinguishable in the records of the filing office from the name applied for; or
(2) the applicant delivers to the filing office a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for.
e. Subject to section 61, the provisions of this act shall apply to a foreign limited liability company transacting business in this State which has a certificate of authority to transact business in this State or which has applied for a certificate of authority.
L.2012, c.50, s.8; amended 2013, c.276, s.1.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-10 - Reservation of name.

42:2C-10 Reservation of name.
10. Reservation of Name.
a. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the filing office for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the filing office finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a 120-day period.
b. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the filing office for filing a signed notice of the transfer which states the name and address of the transferee.
L.2012, c.50, s.10.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-12 - Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.

42:2C-12 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
12. Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement.
a. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
b. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
c. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
L.2012, c.50, s.12.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-13 - Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.

42:2C-13 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
13. Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.
a. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
b. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.
c. If a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act contains a provision that would be ineffective under subsection c. of section 11 of this act, if contained in the operating agreement, the provision is likewise ineffective in the record.
d. Subject to subsection c. of this section, if a record that has been delivered by a limited liability company to the filing office for filing and has become effective under this act conflicts with a provision of the operating agreement:
(1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and
(2) the record prevails as to other persons to the extent they reasonably rely on the record.
L.2012, c.50, s.13; amended 2013, c.276, s.3.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-14 - Office and agent for service of process.

42:2C-14 Office and agent for service of process.
Office and agent for service of process. a. A limited liability company shall designate and continuously maintain in this State:
(1) an office, which need not be a place of its activity in this State; and
(2) an agent for service of process.
b. A foreign limited liability company that has a certificate of authority under section 58 of this act shall designate and continuously maintain in this State an office and an agent for service of process.
c. An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this State or other person with authority to transact business in this State.
L.2012, c.50, s.14.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-16 - Resignation of agent for service of process.

42:2C-16 Resignation of agent for service of process.
16. Resignation of Agent for Service of Process.
a. To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the filing office for filing a statement of resignation containing the company name and stating that the agent is resigning.
b. The filing office shall file a statement of resignation delivered under subsection a. of this section and mail or otherwise provide or deliver a copy 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. An agency for service of process terminates on the earlier of:
(1) the 31st day after the filing office files the statement of resignation;
(2) when a record designating a new agent for service of process is delivered to the filing office for filing on behalf of the limited liability company and becomes effective.
L.2012, c.50, s.16.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-17 - Service of process.

42:2C-17 Service of process.
17. Service of Process.
a. An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company.
b. If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the filing office is an agent of the company upon whom process, notice, or demand may be served.
c. Service of any process, notice, or demand on the filing office as agent for a limited liability company or foreign limited liability company may be made by delivering to the filing office duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the filing office, the filing office shall forward one of the copies by mail or otherwise provide or deliver a copy 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. Service is effected under subsection c. of this section at the earliest of:
(1) the date the limited liability company or foreign limited liability company receives the process, notice, or demand;
(2) the date shown on the return receipt, if signed on behalf of the company; or
(3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage.
e. The filing office shall keep a record of each process, notice, and demand served pursuant to this section and record the date of, and the action taken regarding, the service.
f. This section does not affect the right to serve process, notice, or demand in any other manner provided by law.
L.2012, c.50, s.17.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-35 - Limitations on distribution.

42:2C-35 Limitations on distribution.
35. Limitations on Distribution.
a. A limited liability company may not make a distribution if after the distribution:
(1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or
(2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.
b. A limited liability company may base a determination that a distribution is not prohibited under subsection a. of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
c. Except as otherwise provided in subsection f. of this section, the effect of a distribution under subsection a. of this section is measured:
(1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and
(2) in all other cases, as of the date:
(a) the distribution is authorized, if the payment occurs within 120 days after that date; or
(b) the payment is made, if the payment occurs more than 120 days after the distribution is authorized.
d. A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.
e. A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection a. of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.
f. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
g. As used in this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
L.2012, c.50, s.35.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-36 - Liability for improper distributions.

42:2C-36 Liability for improper distributions.
36. Liability for Improper Distributions.
a. Except as otherwise provided in subsection b. of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 35 of this act and in consenting to the distribution fails to comply with section 39 of this act, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 35 of this act.
b. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection a. of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
c. A person that receives a distribution knowing that the distribution to that person was made in violation of section 35 of this act is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 35 of this act.
d. A person against which an action is commenced because the person is liable under subsection a. of this section may:
(1) implead any other person that is subject to liability under subsection a. of this section and seek to compel contribution from the person; and
(2) implead any person that received a distribution in violation of subsection c. of this section and seek to compel contribution from the person in the amount the person received in violation of subsection c. of this section.
e. An action under this section is barred if not commenced within two years after the distribution.
L.2012, c.50, s.36.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-42 - Transfer of transferable interest.

42:2C-42 Transfer of transferable interest.
42. Transfer of Transferable Interest.
a. A transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and
(3) subject to section 44 of this act, does not entitle the transferee to:
(a) participate in the management or conduct of the company's activities; or
(b) except as otherwise provided in subsection c. of this section, have access to records or other information concerning the company's activities.
b. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
c. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
d. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
e. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.
f. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.
g. Except as otherwise provided in paragraph (2) of subsection d. of section 46 of this act, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.
h. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations known to the transferee when the transferee becomes a member.
L.2012, c.50, s.42; amended 2013, c.276, s.5.
2023 New Jersey Revised Statutes › Title 42 - Partnerships and Partnership Associations › Section 42:2C-43 - Rights of judgment creditor of a member.

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