Pursuant to the Revised Uniform Limited Liability Company Act (RULLCA), LLCs in New Jersey are formed by filing with the Division of Commercial Recordings in the Department of the Treasury a “certificate of formation” listing the company name and a mailing address for an initial officer designated to receive service of process. N.J.S.A. 42:2C-18. Thereafter, the certificate of formation may be changed either by “filing an amendment” under N.J.S.A. 42:2C-19(b) or by “filing a restated certificate of formation” under N.J.S.A. 42:2C-19(c).
Additionally, a catchall provision within the statute provides that any “record previously delivered by the company to the filing office and filed” may be corrected by “filing a certificate of correction” “if at the time of filing the document contained inaccurate information or was defectively signed.” N.J.S.A. 42:2C-23(a).
“When filing a certificate of correction, it becomes effective retroactively to the effective date of the record the certificate corrects…” N.J.S.A. 42:2C-23(c). The statute contains an exception to the effective date provision, specifying that while the certificate is effective when filed, it is not effective to persons who previously relied on the uncorrected record and would be adversely affected by the retroactive effect. In such a situation, the process becomes more complicated.
To discuss your NJ LLC matter, please contact Fredrick P. Niemann, Esq. at (732) 863-9900 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.
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold Township, Monmouth County, NJ LLC Attorney