New Jersey Statutes|Chapter: 2C Revised Uniform Limited Liability Company Act

Section 42:2C-1: Short title.

Section 42:2C-2: Definitions.

Section 42:2C-3: Knowledge; notice.

Section 42:2C-4: Nature, purposes and duration of limited liability company.

Section 42:2C-5: Powers.

Section 42:2C-6: Governing law.

Section 42:2C-7: Supplemental principles of law.

Section 42:2C-8: Name.

Section 42:2C-9: Use of name other than actual limited liability company name.

Section 42:2C-10: Reservation of name.

Section 42:2C-11: Operating agreement; scope, function, and limitations.

Section 42:2C-12: Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.

Section 42:2C-13: Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.

Section 42:2C-14: Office and agent for service of process.

Section 42:2C-15: Change of designated office or agent for service of process.

Section 42:2C-16: Resignation of agent for service of process.

Section 42:2C-17: Service of process.

Section 42:2C-18: Formation of limited liability company; certificate of formation.

Section 42:2C-19: Amendment or restatement of certificate of formation.

Section 42:2C-20: Signing of records to be delivered for filing to filing office.

Section 42:2C-21: Signing and filing pursuant to judicial order.

Section 42:2C-22: Delivery to and filing of records by filing office; effective time and date.

Section 42:2C-23: Correcting filed record.

Section 42:2C-24: Liability for inaccurate information in filed record.

Section 42:2C-25: Certificate of standing.

Section 42:2C-26: Annual report for filing office.

Section 42:2C-27: No agency power or member as member.

Section 42:2C-28: Statement of authority.

Section 42:2C-29: Statement of denial.

Section 42:2C-30: Liability of members and managers.

Section 42:2C-31: Becoming a member.

Section 42:2C-32: Form of contribution.

Section 42:2C-33: Liability for contributions.

Section 42:2C-34: Sharing of and right to distributions before dissolution.

Section 42:2C-35: Limitations on distribution.

Section 42:2C-36: Liability for improper distributions.

Section 42:2C-37: Management of limited liability company.

Section 42:2C-38: Indemnification and insurance.

Section 42:2C-39: Standards of conduct for members and managers.

Section 42:2C-40: Right of members, managers, and dissociated members to information.

Section 42:2C-41: Nature of transferable interest.

Section 42:2C-42: Transfer of transferable interest.

Section 42:2C-43: Charging order.

Section 42:2C-44: Power of personal representative of deceased member.

Section 42:2C-45: Member's power to dissociate; wrongful dissociation.

Section 42:2C-46: Events causing dissociation.

Section 42:2C-47: Effect of person's dissociation on member.

Section 42:2C-48: Events causing dissolution.

Section 42:2C-49: Winding up.

Section 42:2C-50: Known claims against dissolved limited liability company.

Section 42:2C-51: Other claims against dissolved limited liability company.

Section 42:2C-52: Claims against member or transferee barred unless filed within five years after limited liability company dissolved.

Section 42:2C-53: Administrative action.

Section 42:2C-54: Reinstatement following administrative dissolution.

Section 42:2C-55: Appeal from rejection of reinstatement.

Section 42:2C-56: Distribution of assets in winding up limited liability company's activities.

Section 42:2C-57: Governing law.

Section 42:2C-58: Application for certificate of authority; amendments to certificate of authority.

Section 42:2C-59: Activities not constituting transacting business.

Section 42:2C-60: Filing of certificate of authority.

Section 42:2C-61: Noncomplying name of foreign limited liability company.

Section 42:2C-62: Revocation of certificate of authority.

Section 42:2C-63: Reinstatement of certificate of authority.

Section 42:2C-64: Cancellation of certificate of authority.

Section 42:2C-65: Effect of failure to have certificate of authority.

Section 42:2C-66: Action by attorney general.

Section 42:2C-67: Direct action by member.

Section 42:2C-68: Derivative action.

Section 42:2C-69: Proper plaintiff.

Section 42:2C-70: Pleading.

Section 42:2C-71: Special litigation committee.

Section 42:2C-72: Proceeds and expenses.

Section 42:2C-73: Definitions.

Section 42:2C-74: Merger.

Section 42:2C-75: Action on plan of merger by constituent limited liability company.

Section 42:2C-76: Filings required for merger; effective date.

Section 42:2C-77: Effect of merger.

Section 42:2C-78: Conversion.

Section 42:2C-79: Action on plan of conversion by converting limited liability company.

Section 42:2C-80: Filing required for conversion; effective date.

Section 42:2C-81: Effect of conversion.

Section 42:2C-82: Domestication.

Section 42:2C-83: Action on plan of domestication by domesticating limited liability company.

Section 42:2C-84: Filings required for domestication; effective date.

Section 42:2C-85: Effect of domestication.

Section 42:2C-86: Restrictions on approval of mergers, conversions, and domestications.

Section 42:2C-87: Article not exclusive.

Section 42:2C-88: Uniformity of application and construction.

Section 42:2C-89: Relation to electronic signatures in global and national commerce act.

Section 42:2C-90: Savings clause.

Section 42:2C-91: Application to existing relationships.

Section 42:2C-92: Tax classification.

Section 42:2C-93: Fees.

Section 42:2C-94: Notices.