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ARTICLE · 04 SEPTEMBER 2013

Big Changes In NJ LLC Law

The New Jersey Revised Uniform Limited Liability Company Act already applies to any LLC formed on or after March 18, 2013, and will apply to all LLCs, both new and old, on March 1, 2014.

United StatesCorporate/Commercial Law

New Jersey's new LLC law – the New Jersey Revised Uniform Limited Liability Company Act (RULLCA) – already applies to any LLC formed on or after March 18, 2013, and will apply to all LLCs, both new and old, on March 1, 2014. The following are some key changes to this law:

Distributions

Assume owner A contributes $90,000 and owner B contributes $10,000 to an LLC. They may expect to share profits on a 90/10 basis, which was the case under the old law. However, under the new law, they share profits on a 50/50 basis.

Voting

Assume owner C joins the LLC by contributing $10,000. Owner A, contributing nearly 82 percent of the capital, may think that he or she makes all of the decisions for the LLC, which was true under the old law. However, under the new law each owner has an equal vote, and decisions are made by the majority of the owners. As a result, owners B and C can outvote owner A, 2-1, although they own only 18 percent of the LLC. Also, any major decisions,

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