A limited liability company, or LLC, is a business entity that combines the tax benefits of partnership with the limited liability of a traditional corporation. In New Jersey, the law relating to LLCs is set out in the Limited Liability Company Act, contained in Title 42:2B of the New Jersey Statutes. The Act provides that an LLC may carry on any lawful business, purpose or activity.
The Limited Liability Company Act regulates the name under which an LLC can trade. Every LLC registered in New Jersey must contain the term “Limited Liability Company,” or “L.L.C.” In addition, the name must be distinguishable from that of any other LLC or business entity registered in the state. The name may include that of a member or manager, if desired.
Every LLC in New Jersey must appoint and maintain a registered agent in the state for the purpose of receiving service of process. Either an individual or a business entity can act as registered agent. The LLC must notify the secretary of state of any change of registered agent.
Certificate of Formation
In order to form an LLC in New Jersey, one or more of the organizers must execute and file a certificate of formation. This must set forth the name of the LLC, its registered office and details of the registered agent. Usually, members will also enter into an operating agreement; this is a document that sets out the manner in which the LLC is to be managed, as well as the rights and obligations of the members. An LLC is deemed to have been formed at the time of the filing of the initial certificate of confirmation, or at any later date specified in the certificate.
Each LLC must file an annual report with the secretary of state. The annual report should set forth the name and address of the LLC, the name and address of the registered agent and the details of the managers. If the LLC fails to file an annual report for two consecutive years, it shall be transferred to an inactive list maintained by the secretary of state. This shall not affect the limited liability of the members, but the name of the LLC shall then be available for use by any other limited liability company. The LLC can be reinstated as an active company upon payment of all fees and filing of all documents required by statute. If the name has, in the interim, been claimed by another entity, the LLC must amend its name.
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