About the New Jersey Limited Liability Act

The New Jersey Limited Liabilty Company Act, the law governing limited-liability companies (LLCs) formed and operating in New Jersey, can be found in Title 42 of the New Jersey Statutes. Title 42 begins with laws pertaining to New Jersey partnerships; the rules applying to domestic LLCs begin at Section 42:2B-1. Using the Department of Treasury, Division of Revenue's website, you may freely search to see if a name is available, or you may pay a fee to have the state conduct a search on your behalf.

  1. Name

    • Section 42:2B-3 states that the name of any and all New Jersey LLCs must have the identifier "limited-liability company" or "L.L.C." in the name. LLC members may use the name of any member or members to form a name. New Jersey LLC names must also be different from names registered to other entities such as corporations, partnerships, other LLCs and trusts in order to avoid confusion

    Registered Agent

    • According to Section 42:2B-6, every New Jersey LLC must have a registered agent who is designated to receive service on process. This means the registered agent will receive government and legal documents which pertain to the LLC. The registered agent must be a resident of individual and have a work address that corresponds to the LLC's principal place of business.

      If the designated registered agent resigns this position, Section 42:2B-7 mandates that he notify the secretary of state by filing a certificate declaring his designation and indicating the name of the LLC's new registered agent.

    Annual Report

    • Every New Jersey LLC must file an annual report with the secretary of state. New Jersey requires that all annual reports be filed online; the filing fee is $50 for LLCs as of 2010. Annual reports are public records that identify the name, address, registered agent and mangers of the LLC. Filing an annual report prevents an LLC from becoming classified as inactive. Section 42:2B-8.1 outlines the consequences of failing to file an annual report for two consecutive years, which can include having the LLC's name become available for use by another LLC.

    Formation

    • Section 42:2B-11 sets forth the requirements for forming a New Jersey LLC. A certificate of formation stating the name, address and registered agent of the LLC must be filed with the secretary of state. The certificate must also state the duration of the LLC by either providing it is to exist indefinitely (in which the case the word "perpetual" must be included) or by providing the last date on which the LLC is to dissolve. The filing fee is $125. The LLC is deemed to be a separate entity as of the date of filing the certificate of formation.

    Liability

    • Once a New Jersey LLC has been formed, Section 42:2B-23 provides that liability for the acts, omissions and debts of the LLC belong to the LLC itself. The language of the statute specifically states that a LLC manager, member or employee cannot be held personally responsible for the obligations of the LLC. This section is the chief reason why individuals choose to form an LLC--to prevent their personal assets from becoming subject to the LLC's claims and creditors.

    Profits and Losses

    • Members of a New Jersey LLC are free to choose the way in which the LLC's profits and losses will be allocated. This can be done by entering into an operating agreement that spells out the allocation. Operating agreements are not required in New Jersey but are valuable because if the LLC's allocation procedures are not spelled out, Section 42:2B-34 requires that profits and losses be allotted in relation to the initial contribution each member has made to the LLC.

    Fees

    • Section 42:2B-65 is a list of all fees that must be paid by a New Jersey LLC. Every document required to be filed under the New Jersey Limited Liability Company Act has a filing fee. Fees range from $25 to $125 and may be changed at the discretion of the New Jersey state treasurer.

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