ARTICLE
22 February 2021

For New Jersey LLC Members, Silence Can Have Serious Ramifications

AG
Archer & Greiner P.C.

Contributor

Archer & Greiner is now Archer. But what matters most is what remains the same. Our new name still represents an unwavering commitment to delivering large-firm expertise with small-firm attention—no matter the size of the client. It’s a philosophy that’s helped us grow into one of the largest and most trusted law firms in the Mid-Atlantic region, serving businesses and individuals throughout the region and in a growing number of other states and jurisdictions. With a network of regional offices from Delaware to New York, Archer has more than 175 lawyers practicing in all major legal disciplines including corporate, labor, commercial litigation, family, real estate and many more.
New Jersey's Revised Uniform Limited Liability Company Act (NJ-RULLCA), N.J.S.A. 42:2C-1 et. seq., empowers LLC members, with limited exception, by giving them the freedom
United States Corporate/Commercial Law
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New Jersey's Revised Uniform Limited Liability Company Act (NJ-RULLCA), N.J.S.A. 42:2C-1 et. seq., empowers LLC members, with limited exception, by giving them the freedom to contract the rules by which the entity will be governed. In fact, NJ-RULLCA endorses this contractual flexibility and instructs courts to construe its provisions liberally "to give maximum effect" to the LLC members' freedom of contract and to the enforceability of an LLC's operating agreement.  N.J.S.A. 42:2C-11(i). Despite this legislative stamp of approval, where the members stay silent (intentionally or otherwise) and fail to address a particular matter in the company's operating agreement, NJ-RULLCA imposes default rules that courts will apply to resolve disputes. N.J.S.A. 42:2C-11(b).

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ARTICLE
22 February 2021

For New Jersey LLC Members, Silence Can Have Serious Ramifications

United States Corporate/Commercial Law

Contributor

Archer & Greiner is now Archer. But what matters most is what remains the same. Our new name still represents an unwavering commitment to delivering large-firm expertise with small-firm attention—no matter the size of the client. It’s a philosophy that’s helped us grow into one of the largest and most trusted law firms in the Mid-Atlantic region, serving businesses and individuals throughout the region and in a growing number of other states and jurisdictions. With a network of regional offices from Delaware to New York, Archer has more than 175 lawyers practicing in all major legal disciplines including corporate, labor, commercial litigation, family, real estate and many more.
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