The New Jersey Revised Uniform Limited Liability Company Act (RULLCA) becomes effective on March 1, 2014 for every New Jersey Limited Liability Company (LLC)

Members of a New Jersey LLC should adopt a written operating agreement in order to avoid unwanted application of the default provisions under RULLCA, such as:

  • All distributions (both regular distributions and liquidating distributions) must be in equal shares among members (per capita);
  • The vote required in order for members to take action is either a majority or unanimous vote, depending on the matter, with one vote per member (per capita);
  • Unless a written operating agreement provides otherwise, members of a member-managed LLC owe a duty of loyalty to the LLC and to the other members; and
  • A member may withdraw at any time and continue to be entitled to receive distributions as a dissociated member.

A written operating agreement may be adopted by the members to address the potentially unintended application of the default provisions. For example, the written operating agreement may:

  • Base distributions on the agreed value of each member's membership interest or capital contribution to the LLC, instead of per capita;
  • Tailor the voting requirements for different matters to fit the members' needs, including requiring votes based on members' membership interest percentages and not per capita;
  • Eliminate or restrict a member's duty of loyalty as needed; and
  • Tailor the terms and conditions under which a member may withdraw from the LLC and the consequences of withdrawal.

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East 80 Route 4 Suite 170
Paramus, NJ 07652

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Dunn Lambert, LLC
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New York, NY 10019
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Phone: 201-957-0874
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Telephone: 212-768-0700
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