Scarinci Hollenbeck, LLC
The Firm
201-896-4100 info@sh-law.comFirm Insights
Does NJ’s New LLC Law Impact Your Business?
Author: Scarinci Hollenbeck, LLC
Date: April 7, 2014
Key Contacts
Back
New Jersey’s Revised Uniform Limited Liability Company Act (the “Revised Act”) became effective on March 1, 2014.
The Revised Act was effective as of March 18, 2013 for newly formed LLCs and now applies to all New Jersey LLCs regardless of when formed. The changes in the law are significant enough to warrant managers and members conducting a thorough review of their Operating Agreement. A few changes by the new law include:
Duration
The Revised Act eliminates the default rule that unless otherwise set forth in the LLC’s Certificate of Formation, the LLC had a limited existence. LLCs have perpetual duration under the Revised Act.
Operating Agreements
The Revised Act provides that a LLC’s Operating Agreement can be in writing, oral or even implied. An Operating Agreement can alter or eliminate certain fiduciary duties. Indemnification is mandatory for members, managers, employees and agents under certain circumstances. The Operating Agreement can eliminate or alter the indemnification provisions.
Minority Shareholder Oppression
The Revised Act applies the minority oppression laws to an LLC. Minority members of an LLC may now seek dissolution of the LLC if the managers or the controlling members have acted in a manner that is oppressive. Minority members are also permitted to seek the appointment of a custodian or provisional manager or require the LLC or other members to purchase the equity interest of an oppressed member.
Dissociation of a Member
Under the Revised Act, a resigning member or withdrawing shareholder is no longer entitled to receive the fair market value of his/her ownership interest in the LLC. The resigning member relinquishes voting rights and retains only an economic interest.
There are numerous other changes by the Revised Act that may impact your LLC. If you have any questions about this new law or would like to discuss how it affects your limited liability company, please contact me, or the Scarinci Hollenbeck attorney with whom you work.
- Practices: Corporate, Partnerships, & LLC Disputes, Corporate Transactions & Business
- Locations: Red Bank, NJ, New York City, Little Falls, NJ
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Related Posts
See all
New Jersey’s Revised UHAC Regulations: What Residential Developers Need to Know About Affordable Housing Commitments
New Jersey residential developers with affordable housing obligations should carefully review their existing approvals, development agreements, and proposed deed restrictions in light of the State’s revised UHAC regulations (Uniform Housing Affordability Controls). The regulations, which took effect on November 6, 2025, significantly change the administration and physical requirements for affordable housing units. For developers with […]
Author: Wendy Rubinstein Quiroga
“No Comment” Culture: Why Silence Is Often the Riskiest Legal Strategy
A “no comment” response is sometimes the right call when a legal problem arises. As a blanket policy, however, it lets allegations go unanswered, deadlines pass, evidence disappear, and manageable disputes grow into expensive litigation. The businesses that fare best are usually the ones that say little publicly while acting decisively behind the scenes. When […]
Author: Sean M. Pena
Utility-Scale Battery Storage Projects: A Legal Roadmap for Developers, Property Owners and Other Stakeholders
Utility-scale battery energy storage systems (BESS) are becoming an increasingly important component of the electric grid throughout New Jersey, New York, and Pennsylvania. As renewable generation expands, electricity demand increases and grid operators seek greater flexibility, battery storage can help balance supply and demand while providing additional capacity and reliability. For developers, battery storage presents […]
Author: Nicholas Wall
Navigating Disputes: Hire a Partnership Dispute Lawyer
A falling out between partners can be disastrous for any business. In many cases, the partnership will not survive. If you are in an unworkable situation with your partners, it may be time to consult a partnership dispute lawyer experienced in handling partnership breakups and dissolutions before the situation deteriorates any further. It is easy […]
Author: Jay McDaniel
Section 363 Sales in Bankruptcy: What Businesses, Lenders, and Buyers Need to Know
When a company enters Chapter 11 bankruptcy, many assume the process will culminate in a lengthy reorganization plan. However, distressed businesses are increasingly being sold through a different mechanism — a sale under Section 363 of the United States Bankruptcy Code. A Section 363 sale allows a company, as a debtor-in-possession in bankruptcy, to sell […]
Author: John D. Giampolo
Zoning Laws Explained: What You Need to Know Before Buying Property
Before buying property, it is critical to determine whether local zoning laws may affect your plans. If you plan to redevelop the property, you will want to confirm that local zoning regulations permit development as intended. If acquiring property that is already developed, you must verify that the use is permitted in the underlying zoning […]
Author: Wendy Rubinstein Quiroga
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Sign up to get the latest from our attorneys!
Explore What Matters Most to You.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.