Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

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) maintai…

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.2…

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…

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…

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.…

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 a. A foreign limited liability company that has been revoked may apply to the filing office for reinstatement.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…

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 cancellat…

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 aut…

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 …

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 …

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-m…

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 t…

42:2C-7 Supplemental principles of law. 7. Supplemental Principles of Law. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. L.2012, c.50, s.7.

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, …

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 deter…

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 limit…

42:2C-73 Definitions. 73. Definitions. As used in this Article 10 (sections 73 through 87 of this act): "Constituent limited liability company" means a constituent organization that is a limited liability company. "Constituent organization" means an organization that is party to …

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 t…

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 co…

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 sub…

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 prope…

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 liabilit…

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 lia…

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…

42:2C-80 Filing required for conversion; effective date. 80. Filings Required for Conversion; Effective Date. a. After a plan of conversion is approved: (1) a converting limited liability company shall deliver to the filing office for filing articles of conversion, which shall be…

42:2C-81 Effect of conversion. 81. Effect of Conversion. a. An organization that has been converted pursuant to this Article 10 (sections 73 through 87 of this act) is for all purposes the same entity that existed before the conversion. b. When a conversion takes effect: (1) all …

42:2C-82 Domestication. 82. Domestication. a. A foreign limited liability company may become a limited liability company pursuant to this section, sections 83 through 85 of this act, and a plan of domestication, if: (1) the foreign limited liability company's governing statute au…

42:2C-83 Action on plan of domestication by domesticating limited liability company. 83. Action on Plan of Domestication By Domesticating Limited Liability Company. a. A plan of domestication shall be consented to: (1) by all the members, subject to section 86 of this act, if the…

42:2C-84 Filings required for domestication; effective date. 84. Filings Required for Domestication; Effective Date. a. After a plan of domestication is approved, a domesticating company shall deliver to the filing office for filing articles of domestication, which shall include:…

42:2C-85 Effect of domestication. 85. Effect of Domestication. a. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domes…

42:2C-86 Restrictions on approval of mergers, conversions, and domestications. 86. Restrictions on Approval of Mergers, Conversions, and Domestications. a. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respe…

42:2C-87 Article not exclusive. 87. Article Not Exclusive. a. This Article 10 (sections 73 through 87 of this act) does not preclude an entity from being merged, converted, or domesticated under law other than this act. b. Without limiting the foregoing, it is intended that a lim…

42:2C-88 Uniformity of application and construction. 88. Uniformity of Application and Construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact i…

42:2C-89 Relation to electronic signatures in global and national commerce act. 89. Relation to Electronic Signatures In Global and National Commerce Act. This act modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," Pub.L.106-…

42:2C-9 Use of name other than actual limited liability company name. 9. Use of Name Other Than Actual Limited Liability Company Name. a. A domestic limited liability company or foreign limited liability company which conducts activities in this State shall not conduct any of tho…

42:2C-90 Savings clause. 90. Savings Clause. This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect. L.2012, c.50, s.90.

42:2C-91 Application to existing relationships. 91. Application to Existing Relationships. a. Before March 1, 2014, this act governs only: (1) a limited liability company formed on or after the effective date of this act; and (2) a limited liability company formed before the effe…

42:2C-92 Tax classification. 92. Tax Classification. a. For all purposes of taxation under the laws of this State, a limited liability company formed under this act or qualified to do business in this State as a foreign limited liability company with two or more members shall be …

42:2C-93 Fees. 93. Fees. a. No document required to be filed under this act shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the State Treasurer for the use of the State: (1) Upon the receipt for fi…

42:2C-94 Notices. 94. Notices. In computing the period of time for the giving of any notice: a. Required or permitted by this act; or b. Unless otherwise provided therein, an operating agreement, the day on which the notice is given shall be excluded, and the day on which the mat…