New Jersey Statutes Title 42. Partnerships and Partnership Associations 42 § 2C-18

Formation of Limited Liability Company;  Certificate of Formation.

a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation.

b. A certificate of formation shall state:

(1) the name of the limited liability company, which complies with section 8 of this act;  1  and

(2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company.

c. Subject to subsection c. of section 12 of this act,  2 a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section.  However, a statement in a certificate of formation is not effective as a statement of authority.

d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act.  3

e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate.

f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

1  L.2012, c. 50 (N.J.S.A. § 42:2C-8).
2  L.2012, c. 50 (N.J.S.A. § 42:2C-12).
3  L.2012, c. 50 (N.J.S.A. § 42:2C-22).

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