ASSEMBLY, No. 5541

STATE OF NEW JERSEY

218th LEGISLATURE

 

INTRODUCED JUNE 10, 2019

 


 

Sponsored by:

Assemblywoman  BETTYLOU DECROCE

District 26 (Essex, Morris and Passaic)

Assemblyman  CHRISTOPHER P. DEPHILLIPS

District 40 (Bergen, Essex, Morris and Passaic)

Assemblyman  ANDREW ZWICKER

District 16 (Hunterdon, Mercer, Middlesex and Somerset)

 

Co-Sponsored by:

Assemblymen Rooney, Bramnick, Dancer, Assemblywoman Handlin, Assemblymen DiMaio, DeAngelo and Thomson

 

 

 

 

SYNOPSIS

     Requires limited liability companies to make certain disclosures concerning ownership.

 

CURRENT VERSION OF TEXT

     As introduced.

  


An Act concerning limited liability companies and amending P.L.2012, c.50.

 

     Be It Enacted by the Senate and General Assembly of the State of New Jersey:

 

     1.    Section 26 of P.L.2012, c.50 (C.42:2C-26) is amended to read as follows:

     26.  Annual Report for Filing Office.

     a.     Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth:

     (1)   the name and address of the limited liability company;

     (2)   the name and address of the registered agent of the limited liability company; and

     (3)   the name and addresses of the managing members or managers, as the case may be, and any other person who owns a portion of the domestic or foreign limited liability company.  If any owner of a portion of a domestic or foreign limited liability company is a business entity, the limited liability company shall disclose the names and addresses of any owners of that business entity.

     b.    If no annual report is filed as required by this section for two consecutive years:

     (1)   the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company.

     (2)   the certificate of a foreign limited liability company may be revoked by the filing office.

     (3)   if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee, all delinquent annual report fees, and a late filing fee. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim.  In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name.  The filing office shall provide the forms necessary to effect annual report reinstatements.

     c.     If the limited liability company maintains a website, the information required to be filed annually pursuant to subsection a. of this section shall be prominently displayed on its website.

(cf: P.L.2012, c.50, s.26)

 

     2.    This act shall take effect on the 90th day next following enactment.

 

 

STATEMENT

 

     This bill requires limited liability companies to make certain disclosures concerning ownership.

     Specifically, the bill requires domestic and foreign limited liability companies to file an annual report with the filing office in the Division of Revenue in the Department of the Treasury, setting forth the name and addresses of the managing members or managers, as the case may be, and any other person who owns a portion of the domestic or foreign limited liability company.  If any owner of a portion of a domestic or foreign limited liability company is a business entity, the limited liability company must disclose the names and addresses of any owners of that business entity.

     The bill provides that, if the limited liability company maintains a website, the information required to be filed annually must be prominently displayed on its website.

     This bill is intended to ensure that no company operates in New Jersey as a shell company, without transparency and the disclosure of the company’s owners and operators.