International
Legal Services
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General information about
the State |
Nickname: The Garden State Population: 7,988,000 (29th place) Area: 8,722 sq miles (47th place) Admitted to Union: the 18th of December, 1787 Capital City: Trenton (population 88,700) Other cities: Newark (275,200), Jersey City (228,500) |
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Possible names with
example of Alpha |
Alpha Limited Liability
Company Alpha L.L.C. |
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The minimum number of
members |
Two |
Company management
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LLC is managed by its
members unless operating agreement state that LLC is to be managed by one or
more managers. If not otherwise provided in
the operating agreement, members vote in proportion to their current
ownership of the profits interests in the LLC, with approval of members
owning more than 50% of profit interests required to take membership action. Managers are elected as
provided in the LLC operating agreement. Operating agreement must be
in writing. When LLC has nominee members
an attorney is appointed to manage LLC on the basis of power of attorney. As
a rule, general power of attorney and a restricted one only for the purpose
to open bank account are issued by nominee members in favor of company’
beneficial owner or authorized persons. |
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Amendments to Certificate
of Formation and Operating Agreement |
Amendments to operating
agreement are approved as provided in the operating agreement. No statutory
rule was found for approval of amendments to the certificate of formation. |
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Withdrawal of Members |
The operating agreement may
prohibit a member from resigning from the LLC. If operating agreement is
silent on the issue, a member may resign after a minimum of six months’
notice to the LLC and each other member and manager. If not otherwise provided in
the operating agreement, a withdrawing member is entitled to receive the fair
value of the member’s interest within a reasonable time after withdrawal. Vote to continue LLC after
dissociation of member not required. But note, the LLC automatically
dissolves 90 days after the date on which the LLC has one remaining member
unless a second member is admitted within the 90 days. |
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Annual Report |
Each company should present
annual report to the Secretary of the State due on the date of registration
of the LLC. |
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Taxation |
State tax treatment of the
company follows IRS classification for federal income tax. Sales tax – 6%
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