NJ S156

Partnerships, limited partnerships, and LLCs in New Jersey may convert to other business entity types (corporations, partnerships, LLCs) formed under New Jersey law or the laws of other U.S. states or foreign jurisdictions through a plan of conversion process.

Conversions require approval from partners (all partners for general partnerships; all general partners plus more than 50% of limited partner interests for limited partnerships) unless otherwise specified in governing documents.

Converting entities must file a certificate of conversion with the Division of Revenue, which is forwarded to the Division of Taxation, and the converted entity retains all rights, property, debts, and liabilities of the original entity.

LLC formation requirements are simplified to allow formation upon filing of the certificate of formation, removing the prior requirement that the company have at least one member before formation.

Indemnification provisions for LLC members and managers are expanded to protect company agents who act in good faith, and members/managers may rely in good faith on company records and professional opinions when discharging their duties.