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NJ A2797

Bill

Status

Introduced

1/9/2024

Primary Sponsor

Louis Greenwald

Click for details

Origin

General Assembly

2024-2025 Regular Session

AI Summary

  • Allows partnerships and limited partnerships to convert to or from other business entity types (corporations, LLCs, other partnerships) under a plan of conversion approved by partners, with conversions effective upon filing a certificate of conversion with the Division of Revenue

  • Eliminates the requirement that a limited liability company must have at least one member before formation; an LLC is now formed when the filing office files the certificate of formation

  • Expands indemnification protections for LLC company agents, clarifying that non-manager/non-member agents are entitled to indemnification if they acted in good faith and reasonably believed their actions were in the company's best interests

  • Provides that LLC members and managers are protected from breach of duty of care claims when relying in good faith on company records or information from other managers, officers, employees, or professional experts

  • Shortens the claims bar period for dissolved LLCs from five years to a minimum of six months after publication of dissolution notice, and requires rejected claims to be barred unless the claimant files suit within 90 days of receiving notice of rejection

Legislative Description

Revises law concerning partnerships, limited partnerships, and limited liability companies.

Regulated Professions

Last Action

Introduced, Referred to Assembly Regulated Professions Committee

1/9/2024

Committee Referrals

Regulated Professions1/9/2024

Full Bill Text

No bill text available