NJ A3572

Partnerships, limited partnerships, and LLCs may convert to other business entity types (corporations, partnerships, LPs, or LLCs) under New Jersey or foreign jurisdiction laws through a plan of conversion approved by partners or members.

Conversions require filing a certificate of conversion with the Division of Revenue, which must include the converting entity's name and jurisdiction, the resulting entity's name, and confirmation that a plan of conversion was approved.

Upon conversion, all rights, property, debts, liabilities, and legal obligations of the converting entity transfer to the converted entity without requiring the original entity to wind up affairs or dissolve.

LLC formation is simplified by removing the requirement that a company have at least one member at the time of filing; formation now occurs upon filing the certificate of formation with the filing office.

Standards of conduct for LLC members and managers are clarified, including expanded indemnification provisions for company agents and added protection for members and managers who rely in good faith on company records or expert opinions.