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COVID-19 Notice: In order to best serve you, while being mindful of your health and safety, we are available for consultations and conferences via telephone and video. We can arrange for documents to be prepared, reviewed, signed and exchanged electronically. We are ready to assist you with all of your legal needs.

We are open and ready to assist you. Go to our COVID-19 Updates page to see our latest statement on the crisis and a list of recent news and developments during this challenging time.
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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.

Office Location

Dunn Lambert, LLC
East 80 Route 4 Suite 170
Paramus, NJ 07652

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Dunn Lambert, LLC
1745 Broadway, 17th Floor
New York, NY 10019
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Phone: 201-957-0874
Fax: 201-291-0140

Phone: 201-291-0700
Fax: 212-519-9804
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