§ 42:2C-1 Short title
§ 42:2C-2 Definitions
§ 42:2C-3 Knowledge; notice
§ 42:2C-4 Nature, purposes and duration of limited liability company
§ 42:2C-5 Powers
§ 42:2C-6 Governing law
§ 42:2C-7 Supplemental principles of law
§ 42:2C-8 Name
§ 42:2C-9 Use of name other than actual limited liability company name
§ 42:2C-10 Reservation of name
§ 42:2C-11 Operating agreement; scope, function, and limitations
§ 42:2C-12 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
§ 42:2C-13 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
§ 42:2C-14 Office and agent for service of process
§ 42:2C-15 Change of designated office or agent for service of process
§ 42:2C-16 Resignation of agent for service of process
§ 42:2C-17 Service of process
§ 42:2C-18 Formation of limited liability company; certificate of formation
§ 42:2C-19 Amendment or restatement of certificate of formation
§ 42:2C-20 Signing of records to be delivered for filing to filing office
§ 42:2C-21 Signing and filing pursuant to judicial order
§ 42:2C-22 Delivery to and filing of records by filing office; effective time and date
§ 42:2C-23 Correcting filed record
§ 42:2C-24 Liability for inaccurate information in filed record
§ 42:2C-25 Certificate of standing
§ 42:2C-26 Annual report for filing office
§ 42:2C-27 No agency power of member as member
§ 42:2C-28 Statement of authority
§ 42:2C-29 Statement of denial
§ 42:2C-30 Liability of members and managers
§ 42:2C-31 Becoming a member
§ 42:2C-32 Form of contribution
§ 42:2C-33 Liability for contributions
§ 42:2C-34 Sharing of and right to distributions before dissolution
§ 42:2C-35 Limitations on distribution
§ 42:2C-36 Liability for improper distributions
§ 42:2C-37 Management of limited liability company
§ 42:2C-38 Indemnification and insurance
§ 42:2C-39 Standards of conduct for members and managers
§ 42:2C-40 Right of members, managers, and dissociated members to information
§ 42:2C-41 Nature of transferable interest
§ 42:2C-42 Transfer of transferable interest
§ 42:2C-43 Rights of judgment creditor of a member
§ 42:2C-44 Power of personal representative of deceased member
§ 42:2C-45 Member’s power to dissociate; wrongful dissociation
§ 42:2C-46 Events causing dissociation
§ 42:2C-47 Effect of person’s dissociation as member
§ 42:2C-48 Events causing dissolution
§ 42:2C-49 Winding up
§ 42:2C-50 Known claims against dissolved limited liability company
§ 42:2C-51 Other claims against dissolved limited liability company
§ 42:2C-52 Claims against member or transferee barred unless filed within five years after limited liability company dissolved
§ 42:2C-53 Administrative action
§ 42:2C-54 Reinstatement following administrative dissolution
§ 42:2C-55 Appeal from rejection of reinstatement
§ 42:2C-56 Distribution of assets in winding up limited liability company’s activities
§ 42:2C-57 Governing law
§ 42:2C-58 Application for certificate of authority; amendments to certificate of authority
§ 42:2C-59 Activities not constituting transacting business
§ 42:2C-60 Filing of certificate of authority
§ 42:2C-61 Noncomplying name of foreign limited liability company
§ 42:2C-62 Revocation of certificate of authority
§ 42:2C-63 Reinstatement of certificate of authority
§ 42:2C-64 Cancellation of certificate of authority
§ 42:2C-65 Effect of failure to have certificate of authority
§ 42:2C-66 Action by attorney general
§ 42:2C-67 Direct action by member
§ 42:2C-68 Derivative action
§ 42:2C-69 Proper plaintiff
§ 42:2C-70 Pleading
§ 42:2C-71 Special litigation committee
§ 42:2C-72 Proceeds and expenses
§ 42:2C-73 Definitions
§ 42:2C-74 Merger
§ 42:2C-75 Action on plan of merger by constituent limited liability company
§ 42:2C-76 Filings required for merger; effective date
§ 42:2C-77 Effect of merger
§ 42:2C-78 Conversion
§ 42:2C-79 Action on plan of conversion by converting limited liability company
§ 42:2C-80 Filing required for conversion; effective date
§ 42:2C-81 Effect of conversion
§ 42:2C-82 Domestication
§ 42:2C-83 Action on plan of domestication by domesticating limited liability company
§ 42:2C-84 Filings required for domestication; effective date
§ 42:2C-85 Effect of domestication
§ 42:2C-86 Restrictions on approval of mergers, conversions, and domestications
§ 42:2C-87 Article not exclusive
§ 42:2C-88 Uniformity of application and construction
§ 42:2C-89 Relation to electronic signatures in global and national commerce act
§ 42:2C-90 Savings clause
§ 42:2C-91 Application to existing relationships
§ 42:2C-92 Tax Classification
§ 42:2C-93 Fees
§ 42:2C-94 Notices
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Terms Used In New Jersey Statutes > Title 42 > Chapter 2C - Revised Uniform Limited Liability Company Act

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • month: means a calendar month, and the word "year" means a calendar year. See New Jersey Statutes 1:1-2
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
  • Personal property: All property that is not real property.
  • Personal property: includes goods and chattels, rights and credits, moneys and effects, evidences of debt, choses in action and all written instruments by which any right to, interest in, or lien or encumbrance upon, property or any debt or financial obligation is created, acknowledged, evidenced, transferred, discharged or defeated, in whole or in part, and everything except real property as herein defined which may be the subject of ownership. See New Jersey Statutes 1:1-2
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • real property: include lands, tenements and hereditaments and all rights thereto and interests therein. See New Jersey Statutes 1:1-2
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • territory: extends to and includes any territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.