New Jersey businesses and entrepreneurs commonly form Delaware limited liability companies (LLCs) to own and operate a business. In any state, including New Jersey and Delaware, an LLC written operating agreement’s terms, conditions and governing provisions are of paramount importance. This is because the operating agreement details the legal rights, responsibilities and avenues for redress among the LLC’s members concerning the LLC’s operations and management.  

In almost all instances, the written operating agreement will contain a “choice of law” provision expressing which state’s law will govern the interpretation and enforcement of the operating agreement, and its members’ statutory and common law rights under that state’s law. Such “choice of law” provisions will read as something along the lines of, “this Agreement and all matters relating to the LLC shall be governed and construed in accordance with the internal laws of the State of New Jersey… .”