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NJ S316

Bill

Status

Introduced

1/9/2024

Primary Sponsor

Patrick Diegnan

Click for details

Origin

Senate

2024-2025 Regular Session

AI Summary

  • Allows partnerships and limited partnerships to convert to or from other business entities (corporations, LLCs, or other partnerships) formed under New Jersey law, other U.S. states, or foreign jurisdictions through a plan of conversion filed 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 upon filing of the certificate of formation with the filing office

  • Expands indemnification protections for LLC company agents, requiring indemnification for agents who are not members or managers if they acted in good faith and reasonably believed their actions were in the company's best interests

  • Provides "safe harbor" protection for LLC members and managers who rely in good faith on company records, reports, and opinions from officers, employees, committees, or professionals regarding matters like asset values, liabilities, and reserves

  • Shortens the claims deadline against dissolved LLCs from five years to a minimum of six months after newspaper publication of dissolution notice, with rejected claims barred unless the claimant files suit within 90 days of receiving rejection notice

Legislative Description

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

Commerce

Last Action

Introduced in the Senate, Referred to Senate Commerce Committee

1/9/2024

Committee Referrals

Commerce1/9/2024

Full Bill Text

No bill text available