New Jersey Law

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New Jersey’s Revised LLC Act Now Applicable to All New Jersey Limited Liability Companies

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New Jersey’s version of the Revised Uniform Limited Liability Company Act (the “Revised Act”) went into effect on March 18, 2013 for all LLCs formed in New Jersey on or after that date, as well as for any pre-existing LLCs that elected to be governed by the new statute. Please note that, on March 1, 2014, the Revised Act became effective for all LLCs in New Jersey, whenever formed, and supersedes the prior LLC Act. Some key aspects of the Revised Act include:
  • The Revised Act eliminates the previous LLC Act’s mandate that operating agreements must be in writing. As a result, operating agreements may be oral, in a record, implied, or any combination thereof. Thus, a written agreement is no longer required, but is still recommended.
  • The Revised Act provides for LLCs to have perpetual duration.
  • Absent a contrary agreement, distributions to members are not allocated based on capital contributions or capital accounts, but rather in equal shares among the members of the LLC. In addition, the allocation of profits and losses is now left to the decisions of the members.
  • The Revised Act no longer provides a resigning owner with thentitlement to receive the fair value of such owner’s LLC interest as of the date or resignation; instead, the resigning owner is considered to be dissociated and only has the rights of an economic interest holder.
  • The Revised Act provides for remedies for oppressed minority owners, allowing for the dissolution of the company and for the appointment of a custodian on proper application to a court.
The Revised Act contains other significant changes that may be relevant to your limited liability company. Please contact our Business Law & Transactions Department with any questions regarding the Revised Act and your LLC.


DiFrancesco, Bateman, Kunzman, Davis, Lehrer & Flaum PC (http://www.dbnjlawblog.com) is a full service law firm in New Jersey which provides a broad range of legal services.

The information contained in this blog is intended solely for informational purposes; it is a advertising publication of DiFrancesco, Bateman, Kunzman, Davis, Lehrer & Flaum P.C.This publication is intended to alert recipients of developments in the law and is not intended to provide legal counsel, advice or opinion on any specific facts or circumstances. The contents are intended as general information only. You are urged to consult a member of this firm or your own attorney concerning your particular situation and any specific legal questions you might have.