This bill revises New Jersey's laws regarding partnerships, limited partnerships, and limited liability companies (LLCs) by introducing provisions for the conversion of these entities into different business forms. It establishes definitions for terms such as "converted entity," "converting entity," and "filing office," and outlines the approval process required for conversions, which must comply with the laws of the relevant jurisdiction. A certificate of conversion must be filed with the Division of Revenue, detailing the conversion process and the rights and obligations of the entities involved. Additionally, the bill amends existing laws related to the naming and formation of LLCs, clarifying that an LLC's name must include "limited liability company" or its abbreviations and be distinguishable from other registered entities.

Key amendments include the removal of the requirement for an LLC to have at least one member at the time of formation, allowing for streamlined establishment upon filing the certificate of formation. The bill also mandates that an LLC must obtain consent from any existing entity using a similar name before adopting that name. Furthermore, it enhances indemnification provisions for company agents, ensuring they are indemnified for liabilities incurred during their activities on behalf of the company, and extends protections to members and managers relying on company records. Lastly, the timeframe for filing claims against a dissolved LLC is shortened from five years to a minimum of six months following the publication of a dissolution notice.

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