Who Can Form a New Jersey Limited Liability Company and What Must Be Included in Its Certificate of Formation?

HNWBusiness Law

  • Like many other statesLLC, New Jersey has adopted the Revised Uniform Limited Liability Company Act.
  • To form an LLC under N.J.S.A. § 42:2C-18, New Jersey requires “one or more persons” to submit to the Department of the Treasury a certificate of formation, which must include the name of the company, and the name and address of the registered agent whom can be served with court papers if the LLC is sued.

It can also have other articles, such as who formed the LLC, how the LLC’s members will make decisions on its behalf, and how much money each member is contributing to the LLC.  But it does not have to include that information in its filed “certificate of formation.”

The Act requires a minimum of one “person” to act as an organizer of the LLC.  But a person under the Act is not limited to just an individual.  The Act defines a “person” to be an “individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.”  N.J.S.A. § 42:2C-2.  Thus, any legal entity, whether it be a business, estate, or trust, recognized by the State of New Jersey can also set up an LLC in addition to a single individual.

If you are looking for additional details on this topic or if you require advice about your situation, please contact Fredrick P. Niemann, Esq. toll-free at (855) 376-5291 or email him at fniemann@hnlawfirm.com.  Please ask us about our video conferencing or telephone consultations if you are unable to come to our office.

Written by Stephen W. Kornas, Esq. of Hanlon Niemann & Wright


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