This bill revises the laws governing partnerships, limited partnerships, and limited liability companies (LLCs) in New Jersey, focusing on the conversion process between different business structures. It introduces new definitions such as "converted entity," "converting entity," and "filing office," and outlines the necessary procedures for a partnership or other business entity to convert into a different form. The bill requires that conversions be approved by the relevant parties as per their governing documents and mandates the filing of a certificate of conversion with the Division of Revenue, which must include specific details about the converting entity and the conversion plan.

Significant amendments include the removal of the requirement for an LLC to have at least one member at the time of formation, allowing for greater flexibility in establishing these entities. The bill also clarifies the conditions under which an LLC can apply for authorization to use a name that does not comply with existing naming regulations, streamlining the process. Additionally, it enhances indemnification provisions for company agents, ensuring they are protected for liabilities incurred while acting in good faith. The timeframe for filing claims against a dissolved LLC is reduced from five years to a minimum of six months following the notice of dissolution. Overall, the bill aims to modernize and simplify the legal framework for business entity conversions and formations in New Jersey.

Statutes affected:
Introduced: 42:2C-8, 42:2C-18, 42:2C-38, 42:2C-39, 42:2C-51