The New Jersey Revised Uniform Limited Liability Company Act (RULLCA) was enacted on Sept.19. This act will impact every New Jersey limited liability company (LLC). It will apply to new LLCs formed after March 18, 2013, and then to all LLCs in 18 months, in March 2014. The act is codified at N.J.S.A. 42:2C-1 et seq. For a general summary of the act, see Ira B Marcus and Denise Walsh, “Introducing the New Jersey Revised Uniform Limited Liability Company Act,” New Jersey Law Journal (Oct. 8, 2012); Gianfranco A. Pietrafesa, “New Jersey Adopts the Revised Uniform Limited Liability Company Act,” available at http://www.archerlaw.com/news-resources/5791.
RULLCA updates and, on the whole, improves New Jersey’s LLC law. Like New Jersey’s existing LLC law, RULLCA governs any matter not addressed in an LLC’s operating agreement. There are at least four matters that should be addressed in an operating agreement to avoid application of the default provisions under RULLCA. This article examines the default provisions of these matters under RULLCA and compares them to the default provisions under current law, which law has been in existence since 1993.
