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NJ A2797
Bill
Status
1/9/2024
Primary Sponsor
Louis Greenwald
Click for details
AI Summary
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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
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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
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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
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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
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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