New Jersey Limited Liability Company Laws Undergo Major Revision

A new set of laws governing New Jersey limited liability companies will become effective March 2013.

The changes are profound.  The Limited Liability Company Act fundamentally changes the manner in which limited liability companies are organized and managed.

This is one of the most significant pieces of business legislation in a number of years.  Beginning in 2013, the default rules a New Jersey limited liability company are going to be much more like partnerships and the rules for starting and running a limited liability company are going to change drastically.  Every New Jersey limited liability company will be affected by the changes in the law and the principals of these businesses should begin to consider how they will address the revisions. 

The reason why the changes are so sweeping is that the legislature scrapped the existing Limited Liability Company Act that was modeled largely on the LLC law of Delaware in favor of the Revised Uniform Limited Liability Company Act (RULLCA), a model statute prepared by Uniform Law Commission.  

Most significantly, for NJECPAC members, the RULLCA is very different from what is existing now.  There are so many changes we can not cover them all in one post.  The changes will have to analyzed over the next few months. The new law takes effect in March 2013 for newly formed LLCs and in March 2014 for existing LLCs. 

The more basic changes include the following:

Oral Operating Agreement.  The new statute permits operating agreements be formed by oral agreements or conduct. 

New Remedies.  The new statute contains a provision that permits a forced sale of an interest in the event of oppressive behavior.  But the statute goes a bit further authority the court to compel sales of interests when necessary in the interests of equity.

Revised Duties Among Members.  Limited liability companies members were free to structure the rights and obligations of the members as they saw fit.  The new law expressly defines the members duties and restricts the ability of the LLC to limit those duties by contract.

Distributions.  The default rule for distributions is per capita under the new law, as opposed to distributions based on the amount of capital contributed under the present law.

The Uniform Limited Liability Company Act has not been widely accepted.  Of the major "commercial states," it has now been adopted only in California, Illinois and New Jersey. For businesses operating as LLCs, it is a new world with new rules. Learn More Here

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New Jersey Adopts 2011 National Electric Code

The State of New Jersey Has Adopted the  2011 National Electric Code MAY 7, 2012 The State of New Jersey has adopted the 2011 National Electrical Code as New Jersey’s model electric code.  Modifications can be found in the UCC. There will be a six month grace period where the applicant can apply for the permit under the 2008 NEC. The grace period expires 11/7/12 at which time all new permit applications will be issued under the 2011 NEC. Any work performed on existing structures will still fall under the ReHab SubCode and the 2008 NEC. Follow NJECPAC on Twitter,  Facebook, YouTube, LinkedIn  Explore More at NJECPAC Please Support  Our Partner IEC,  Providing Timely Federal Legislative and Regulatory Info  to NJECPAC Subscribers   More Info Here

NJ DOL Mandatory Employers Posting Now In Effect

New state rules require employers to post notices about their obligations to maintain pertinent employee wage and benefit records.

Under the new rules, existing employees and new hires must be provided with a written copy of the notice. Employers must provide a written copy of the notice for existing employees by December 7, 2011.



Employees hired after November 7, 2011 must be provided with a written copy of the notice at the time of their hiring. In both cases, attaching the notice to an e-mail satisfies the written notice requirement.


The Notice includes contact information for New Jersey State representatives who are available to provide employees with information or to facilitate their filing of complaints regarding an employer's alleged failure to meet the requirements of these statutes.


Employers risk fines up to $1,000 for failing to comply with the notice and posting requirements, in addition to potential criminal penalties.


This notice follows on the heels of last year's new legislation imposing stricter penalties - including the loss of operating licenses - for New Jersey employers who repeatedly fail to comply with the State's wage, benefit and tax laws.
Read New State Rules Here

View Mandatory Posting Here

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Recent Debt Report Shows Stability & Predictability to NJ Businesses

Senate Republican Leader Tom Kean, Jr. issued the following statement on the most recent Debt Report presented to the state Commission on Capital Bonding and Planning:

“The debt report shows that this Governor is fixing the mess left by McGreevey, , and an unchecked Democratic legislature that just couldn't say no to spending Corzine money the state didn’t have. Gone are the days of double digit debt increases that are passed on to our children and grandchildren.

“The commitment by Governor Christie and Republican legislators to stabilizing state finances and reducing our debt is a powerful signal to the business community that it is once again safe to create jobs and invest in New Jersey.”

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Assistance For Hurricane-Impacted Businesses Available

For businesses who suffered losses from Hurricane Irene, business owners must first contact their County Office of Emergency Management and their insurance provider.

For information about New Jersey State assistance for businesses, please contact the New Jersey Business Action Center at (866) 534-7789 and speak with a specialist. State assistance programs, including the Main Street Disaster Relief Program, can also be viewed at www.newjerseybusiness.gov.

Federal assistance loans for businesses in designated counties will be available through the U.S. Small Business Administration. Visit www.sba.gov for the SBA’s Disaster Loan Program or call the SBA Customer Service Center at 800-659-2955 or email disastercustomerservice@sba.gov.

Disaster loans can be applied for electronically from SBA’s website at https://disasterloan.sba.gov/ela/

Federal Emergency Management Association (FEMA): The number to file a claim for federal assistance for damage to both personal and business property is (800) 621-FEMA. Application can also be made at http://www.fema.gov/assistance/index.shtm

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NJ Watching Closely As Solar Industry Wavers In Pennsylvania

The Philadelphia Inquirer recently reported that Pennsylvania's solar-energy industry is "collapsing under the weight of its own good fortune."  That worries New Jersey Officials that are counting on the growth of Solar Installations to continue to help the state pull out of the lingering recession.

• "Spurred by hundreds of millions of dollars in federal and state incentives, solar developers have built so many projects in recent years that they have created an oversupply of solar-energy credits, the market instruments that provide the developers with a critical income stream.
• "The price of solar credits in the state has plummeted as much as 75 percent in the last year, dramatically shrinking the income-producing potential of new and existing solar projects." Read More

New Jersey Officials continue to introduce and pass renewable energy legislation. The problem is they are not bothering to talk to New Jerseys Electrical Contracting Industry that knows the technology best. The problem is further exacerbated by unlicensed solar companies illegally installing Solar Voltaic Panels throughout the State.

NJ Electrical Contractors with a valid NJ EC License and Business Permit are the only ones that by Law are permitted to install, maintain and repair Solar Voltaic Systems in the State of New Jersey. 

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NJECPAC Supported Legislation Becomes Law

Governor Signs Oroho Bill Reforming Government Regulations Into Law

Legislation sponsored by Senator Steve Oroho (R-Sussex, Morris, Hunterdon) that would simplify and stabilize the rulemaking processes for state agencies was signed into law by Governor Christie. The Measure Was Originally Recomended by the Governor’s Red Tape Review Group

A-2721/S-2013 extends the expiration date of state regulations to seven years from five and establishes a new procedure for the re-adoption of rules without substantive changes.

“The five-year sunset provision is an unnecessarily burdensome requirement for well-established rules, ” stated Oroho. “Under this requirement, agencies must undertake the full rule-making process for established rules, regardless of whether any issues have arisen or been identified with the current regulatory scheme. Read More

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2009 International Energy Conservation Code Now In Effect In New Jersey

Permit Applicants Must Prove Compliance With New Energy Codes

The six-month grace period allowing compliance with previous energy conservation codes ends March 7, 2011, in favor of new codes.

Last September, New Jersey adopted two standards regarding energy conservation, each affecting different types of buildings:

• 2009 International Energy Conservation Code (IECC) for low-rise residential buildings (one- and two-family dwellings and multiple-family buildings three stories or less in height).
• American Society of Heating, Refrigerating, and Air-Conditioning Engineers (ASHRAE) Standard 90.1 – 2007 for all other buildings, including commercial buildings, new buildings and their systems, new portions of buildings and their systems, and new systems and equipment in existing buildings.
• Read More
• Read IECC Mandatory Electrical Power and Lighting Systems Here

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Dem Leadership Panders For Votes Ahead of Property Tax Relief

Tell Your Legislator Its Time To Vote On The Governors Property Tax Reform Tool Kit.

Tom Kean: “Democrats Choose Political Theater Over Property Tax Relief”



Senator Tom Kean Jr.

Senator Tom Kean, Jr. said that Democrats’ failure to pass the remaining toolkit legislation puts election year politics ahead of New Jersey property taxpayers:

“Rather than vote on ways to help property taxpayers, Democrats have chosen to use the Senate’s time to pick an election year fight with the Governor,” Kean said. “The Legislature’s calendar has been hijacked for political theater instead of taking on the significant challenges facing our state. Senate leadership should be holding votes on the toolkit bills they’ve ignored for a year.” 

Senate President Steven Sweeney
Assembly Speaker Sheila Oliver

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As New Jersey Democrats Delay Propoerty Taxes Rise

Assembly Democrats Agree, Taxpayers Need Real Reform Now

Senate Republican Budget Officer Tony Bucco called on the Legislative leadership to move immediately to approve the remaining parts of the “toolkit” package that have been languishing in the Legislature:

“Last July, the Legislature moved to implement a historic two-percent property tax cap in New Jersey. In the nine months since we enacted this cap that took effect January 1, the Senate and Assembly Democrats have refused to give local officials the necessary support to meet the cap for purely political reasons,” said Bucco.Read More Here

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Redistricting.....Why You Should Care!!!!

One Of The Decade's Most Important Political Fights In A Decade Is Under Way.

If you care about property taxes, the state's economy, all of the jobs that have been driven from the State by sky high corporate taxes, and Governor Chris Christie's ability to turn around the States finances, pay very close attention.

What Is At Stake In Redistricting Is Control Of The Legislature For The Next 10 Years.

"You're going to hear a lot of political theory and statistics," Assembly Majority Leader Joseph Cryan, D-Union, said. "But I just want everybody to keep this in mind: This exercise is going to decide New Jersey's public policy for the next decade. Make no mistake, this is really about public policy and how it gets determined. This affects every individual in New Jersey — to their neighborhood, to their block."

Why It Really Matters: A map drawn by Republicans was used in the 1990s, and the GOP controlled the Legislature for 10 years. A map drawn by Democrats was used for the last decade, and that party has controlled Trenton ever since. These maps can be drawn to protect incumbents and limit competition, block efforts to reform property taxes, or be made wildly responsive to voters' whims.

Read More 

Join Us March 25th For A Night At The Races

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Dems Renews Effort To Raise Taxes

Governor Christie Calls The Democrats' Rich Tax Proposal, a 'one-year fix'

New Jersey’s millionaires are at the center of another budget debate between Governor Chris Christie and the Democrats who control the Legislature, every one of whom is up for re-election this year.

Democratic Legislators once again plan proposing a tax increase on those making more than $1 million a year. This time they plan on adding it to the State Budget.

Governor Christie vetoed the tax increase last year, which Democrats claimed would have restored property tax rebates for senior citizens. But to what end? 

The Governor, and rightfully so, is accusing Democratically controlled Legislature of pandering to senior citizens in an election year. He called the proposal a one-year fix that will harm the state's economy.

He reiterated his pledge to veto any tax increase, he characterized the dispute as a "philosophical difference" between himself and Democrats that want a Bigger More Expensive Government.

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NJ Democrats Resist Republican Efforts To Deliver Effective Cost Cutting

Assemblywoman Linda Stender

Democrats Admit Their Civil Service Bill Falls Short, Won’t Save Money

“…even if the governor signed the bill, it would not instantly lower property taxes.” - Asw. Linda Stender (D-Union)

Senator Tom Kean Jr.

Sen. Tom Kean, Jr. (R- Union) called on Senate leadership to schedule a vote on Governor Chris Christie’s conditional veto of civil service reform. His call comes on the heels of Democrat admission that their changes to the civil service system will not result in savings for property tax payers: Read More

Sen. Gerald Cardinale

Cardinale: Trenton Democrats’ Attitude on Privatization Is Anti-Taxpayer and Anti-Job-Creation

Senator Gerald Cardinale, issued the following statement on Trenton Democrats attitude towards the potential privatization of certain state services: 

“I am very disturbed by the attitude exhibited by my colleagues across the aisle on the issue of privatization ......... services would be delivered more efficiently at a great benefit to the taxpayer while creating sustainable private sector jobs ........ my colleagues across the aisle don’t seem to understand the affordability crisis the state and its citizens are facing today......." Read More

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Legislators Laud Governors 2012 Fiscal Year Budget, Dems..Not So Much

Tom Kean: “Governor’s Budget Is All About Jobs”

“Governor Christie presented New Jersey with a budget that creates permanent, private sector jobs by forcing the state to live within its means and not balance wasteful spending on the backs of businesses....Read More

Kyrillos: Christie Budget Presents Reforms, Jobs and New Default Model

“As usual, the Governor was clear, direct and inspiring.”

“Governor Christie continues to lead the nation in calling for spending and tax cuts...

“Not only does he propose surgical business tax cuts to motivate jobs and the economy, he increases school aid....Read More

Pennacchio: Governor’s Responsible Budget Sets Tone for Job Growth
“The Fiscal Year 2012 budget proposed by Governor Christie is a prudent fiscally-responsible strategy that sets the tone for increased job growth through the new year....Read More

Oroho Applauds Governor’s Commitment to Fiscal Responsibility

“Last year Governor Christie took office with an unprecedented budget deficit created by years of irresponsible spending and unrestrained growing of government....“Today’s budget address reflects the realities of our time and the serious economic problems we still face....Read More

Beck, O’Scanlon & Casagrande Praise Christie Budget

Senator Jennifer Beck and Assemblymen Declan O’Scanlon and Caroline Casagrande today praised Governor Christies’ proposed budget for the upcoming fiscal year, saying it will create jobs and provide needed relief to suburban school districts. Senator Jennifer Beck: “Under this Administration, employers can rest assured that state government will not come with its hand out in order to pay for runaway spending....Read More

Addiego: Governor’s Budget Address Signifies New Jersey Headed in Right Direction

“Over the past decade Democrats relied on tax increases and one-shot gimmicks to fuel their insatiable appetite for spending....Those days are thankfully over. “Governor Christie is looking at the big picture and doing what is in the best interest for all New Jersey residents. Read More

Singer: Aggressive Action Needed to Make New Jersey Affordable

“Governor Christie is taking aggressive action to correct state spending....New Jersey residents cannot afford to support the bloated, oversized government Democrats built over the past eight years....“People who have something to gain by growing government will be howling the loudest, but middle-class families, seniors and small business owners know that New Jersey has become increasingly too unaffordable....Read More

Doherty Lauds Governor Christie’s Fiscally Responsible Budget

“I am delighted that Governor Christie’s commitment to fiscally-responsible stewardship....This is the second year in a row that Governor Christie has decreased the state budget....“The budget proposed today is a fiscally prudent budget that funds the services that ensure that this state will be able to meet its obligations in the future....Read More

    

How It Got So Bad

Democratic Response 

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Governor Christie Signs Off on $584 Million in School Construction

New Jersey Governor Signs off on $584 Million in School Construction

New Jersey Governor Chris Christie approved construction projects for 10 schools in the state's poorest districts.

The Governor announced the $584 million in construction through the Schools Development Authority as a step to curb expenses and stop the waste of tax dollars. He said the process that placed 51 schools on the previous list was riddled with political favors and waste.

"We’re going to move carefully and deliberately in the expenditure of the people’s money in this state," Christie said. "The phrase ‘regardless of the cost’ is stricken from the vocabulary of this government." Read More

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