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ARTICLE · 28 NOVEMBER 2012

An Operating Agreement Is Essential Under RULLCA

The New Jersey Revised Uniform Limited Liability Company Act (RULLCA) was enacted on Sept.19.

United StatesCorporate/Commercial Law

Introduction

New Jersey has enacted the Revised Uniform Limited Liability Company Act ("RULLCA"). RULLCA governs any matter not addressed in an LLC operating agreement. Therefore, an LLC operating agreement is essential under RULLCA. This article discusses four matters that should be addressed in an operating agreement to avoid application of the default provisions under RULLCA. It examines the default provisions of these matters under RULLCA and compares them to the default provisions under New Jersey's current law.

The New Jersey Revised Uniform Limited Liability Company Act (RULLCA) was enacted on Sept.19. This act will impact every New Jersey limited liability company (LLC). It will apply to new LLCs formed after March 18, 2013, and then to all LLCs in 18 months, in March 2014. The act is codified at N.J.S.A. 42:2C-1 et seq. For a general summary of the act, see Ira B Marcus and Denise Walsh, "Introducing the New Jersey Revised Uniform Limited Liability

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