All New Jersey Limited Liability Companies formed after March 18, 2013, will be immediately governed by New Jersey’s Revised Uniform Liability Company Act. Members of New Jersey Limited Liability Companies formed before March 18, 2013 may elect to be governed by the Revised Uniform Limited Liability Company Act. They may wish to opt in early because the Revised Uniform Liability Company Act: (1) allows extrinsic evidence such as course of dealing amongst the members to govern the operations of the LLC; (2) allows the members to take advantage of the new “statement of authority” which sets forth who specifically is authorized to sign on behalf of the LLC; and (3) provides greater protections for oppressed minority members of the LLC.
As of March 1, 2014, all New Jersey Limited Liability Companies will be subject to the Revised Uniform Liability Company Act. Hence, if the members of a LLC formed before March 18, 2013 do not elect to opt into the revised law earlier, then the new law will automatically apply to the governance of those LLCs after March 1, 2014.
Over the course of the next few blog posts, I am going to outline some of the significant changes of the Revised Uniform Liability Company Act. As alluded to above, the revised law affords minority members greater protections from oppression.