Single-Member LLC Operating Agreement — New Jersey

Single-Member LLC Operating Agreement (NEW JERSEY)

Quick-Reference Summary

Article I — Formation

1.1 Formation. The Member has caused a Certificate of Formation to be filed with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, on [__/__/____], pursuant to N.J.S.A. 42:2C-18, forming [________________________________] (the "Company") as a domestic limited liability company.

1.2 Name. The name of the Company is [________________________________].

1.3 Principal Office. The principal office of the Company is located at:
[________________________________]
[________________________________]

1.4 Registered Agent. The registered agent for service of process in New Jersey is:
Name: [________________________________]
Address: [________________________________]

1.5 Term. The Company shall have perpetual duration unless dissolved under Article VII or by operation of law.

1.6 Governing Law. This Agreement and the internal affairs of the Company are governed by the laws of the State of New Jersey, including RULLCA, N.J.S.A. 42:2C-1 et seq., without regard to conflict-of-laws principles.

Article II — Purpose and Powers

2.1 Purpose. The Company is organized for any lawful purpose for which a limited liability company may be organized under N.J.S.A. 42:2C-4, including but not limited to: [________________________________].

2.2 Powers. The Company shall have all powers granted to a New Jersey limited liability company under N.J.S.A. 42:2C-5, including the power to sue and be sued, contract, acquire and dispose of property, borrow money, and conduct business inside and outside New Jersey.

Article III — Member (Sole Member)

3.1 Sole Member. The sole member of the Company is:
Name: [________________________________]
Address: [________________________________]
(the "Member")

3.2 Initial Capital Contribution. The Member has contributed to the Company:
| Form of Contribution | Agreed Value |
|---|---|
| Cash | $ [____] |
| Property (described in Schedule A) | $ [____] |
| Services rendered or to be rendered | $ [____] |
| Total | $ [____] |

3.3 Additional Contributions. The Member may, but is not obligated to, make additional capital contributions to the Company in such amounts and at such times as the Member determines.

3.4 No Personal Liability. Consistent with N.J.S.A. 42:2C-30, the debts, obligations, and other liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company. The Member is not personally liable, directly or indirectly, for any such debt, obligation, or liability solely by reason of being the Member.

3.5 Separateness Covenants. To preserve the liability shield, the Member shall:

• ☐ Maintain Company bank accounts separate from personal accounts;
• ☐ Keep Company books and records separate from personal records;
• ☐ Not commingle Company assets with personal assets;
• ☐ Hold the Company out to the public as a separate legal entity;
• ☐ Document loans, distributions, and intercompany transactions in writing;
• ☐ Maintain adequate capitalization for the Company's foreseeable operations.

Article IV — Management

4.1 Member-Managed. Pursuant to N.J.S.A. 42:2C-37, the Company is member-managed. The Member has full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts customary or incident to the management of the Company's business.

4.2 Authority to Bind. The Member is an agent of the Company for the purpose of its business and has authority to bind the Company in the ordinary course of its activities, subject to N.J.S.A. 42:2C-27 and any Statement of Authority filed under N.J.S.A. 42:2C-28.

4.3 Officers (Optional). The Member may, in writing, appoint officers (e.g., President, Treasurer, Secretary) to act on behalf of the Company. Any such appointment may be revoked at any time by the Member.

4.4 Standards of Conduct. Because the Company has a single Member, the duty of loyalty and duty of care under N.J.S.A. 42:2C-39 run to the Company itself. The Member shall discharge duties consistent with the contractual obligation of good faith and fair dealing.

Article V — Capital Accounts and Distributions

5.1 Capital Account. A single capital account shall be maintained for the Member in accordance with U.S. Treasury Regulation § 1.704-1(b)(2)(iv).

5.2 Allocations. Because the Company has only one Member, all items of income, gain, loss, deduction, and credit are allocated 100% to the Member.

5.3 Distributions. The Member may cause the Company to make distributions of cash or property to the Member at any time, subject to the limitations of N.J.S.A. 42:2C-35 (distributions prohibited if the Company would be unable to pay its debts as they become due in the ordinary course of business, or if total assets would be less than total liabilities).

5.4 Tax Status. Unless the Member affirmatively elects otherwise on IRS Form 8832, the Company is a disregarded entity for federal income tax purposes under Treasury Regulation § 301.7701-3, and its income, deductions, and credits flow through to the Member. The Member shall reflect Company activity on Schedule C, E, or F of the Member's personal federal and New Jersey gross income tax returns, as applicable.

Article VI — Transfer of Interest / Charging Order

6.1 Transferable Interest. The Member's transferable interest is personal property, consisting only of the right to receive distributions, as set forth in N.J.S.A. 42:2C-41.

6.2 Transfer. The Member may transfer all or any portion of the Member's transferable interest. A transferee acquires only the transferable interest (economic rights) and is not admitted as a member except as expressly permitted in writing by the Member.

6.3 Charging Order — Exclusive Remedy. Pursuant to N.J.S.A. 42:2C-43, the exclusive remedy by which a judgment creditor of the Member (or a transferee) may satisfy a judgment from the Member's transferable interest is a charging order entered by a court of competent jurisdiction. A charging order constitutes a lien on the judgment debtor's transferable interest and entitles the judgment creditor only to distributions that would otherwise be paid to the judgment debtor.

6.4 No Foreclosure of Membership Rights. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Company.

Article VII — Dissolution

7.1 Events of Dissolution. The Company shall be dissolved upon the first to occur of (a) the Member's written election to dissolve; (b) an event specified in N.J.S.A. 42:2C-48; or (c) entry of a judicial decree of dissolution.

7.2 Death or Incapacity of the Member. Upon the death or adjudicated incapacity of the Member, the Member's executor, administrator, personal representative, trustee, or other legal successor (the "Successor") shall succeed to all of the Member's interest in the Company, including the right to be admitted as a member, consistent with N.J.S.A. 42:2C-44. The Successor shall be admitted as a member of the Company effective as of the date of the Member's death or incapacity, and the Company shall not dissolve solely by reason of the Member's death or incapacity.

7.3 Winding Up. Upon dissolution, the Company shall wind up its affairs pursuant to N.J.S.A. 42:2C-49 and distribute its remaining assets in accordance with N.J.S.A. 42:2C-56: first to creditors (including the Member as a creditor) and then to the Member.

7.4 Certificate of Cancellation. Upon completion of winding up, the Member shall cause a Certificate of Cancellation to be filed with the New Jersey Division of Revenue.

Article VIII — State-Specific Provisions

8.1 Annual Report. Pursuant to N.J.S.A. 42:2C-26, the Company shall file an Annual Report with the New Jersey Division of Revenue and Enterprise Services by the last day of the anniversary month of formation and shall pay the then-current filing fee (currently $75).

8.2 Business Registration. The Company shall obtain and maintain a Business Registration Certificate from the New Jersey Division of Revenue (NJ Form NJ-REG) and shall comply with all New Jersey tax registration, sales tax, and employer withholding obligations as applicable.

8.3 No Series LLC. New Jersey RULLCA does not authorize the formation of series limited liability companies. The Member shall not designate or hold out any internal "series" of the Company as having a separate liability shield under New Jersey law.

8.4 No Publication Requirement. New Jersey does not impose a newspaper publication requirement for formation of an LLC.

8.5 State Tax Treatment. As a disregarded entity, the Company is not subject to New Jersey Corporation Business Tax. The Member shall report Company income on the Member's New Jersey gross income tax return (Form NJ-1040). If the Company elects corporate tax treatment, the Member shall file all applicable CBT forms.

8.6 Statement of Authority (Optional). The Member may file a Statement of Authority under N.J.S.A. 42:2C-28 to publicly identify persons authorized to transfer real property held in the Company's name or to enter into specified transactions.

Article IX — General Provisions

9.1 Entire Agreement. This Agreement constitutes the entire operating agreement of the Company under N.J.S.A. 42:2C-11.

9.2 Amendment. This Agreement may be amended only by a written instrument signed by the Member.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4 Indemnification. To the fullest extent permitted by N.J.S.A. 42:2C-38, the Company shall indemnify and hold harmless the Member from and against any liability incurred in connection with Company business, except for breaches of the duties expressly preserved by N.J.S.A. 42:2C-11(d).

9.5 Notices. Any notice required hereunder shall be in writing and delivered to the Member at the address listed in Section 3.1 or such other address as the Member may designate.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature under the New Jersey Uniform Electronic Transactions Act, N.J.S.A. 12A:12-1 et seq.

Signature Block

THE COMPANY:

[________________________________], a New Jersey limited liability company

By: [________________________________]
Name: [________________________________]
Title: Sole Member
Date: [__/__/____]

THE MEMBER (in individual capacity, acknowledging and adopting this Agreement):

[________________________________]
Name (print): [________________________________]
Date: [__/__/____]

State of New Jersey, County of [________________________________]

Sworn to (or affirmed) and subscribed before me on [__/__/____] by [________________________________].

Notary Public: [________________________________]
Commission Expiration: [__/__/____]

Pre-Execution Checklist

• ☐ Certificate of Formation filed with NJ Division of Revenue and Enterprise Services
• ☐ Company name verified as available through NJ Business Name Search
• ☐ Registered agent confirmed with NJ street address (not P.O. Box)
• ☐ EIN obtained from IRS (Form SS-4) — required even for disregarded SMLLC if it has employees or excise tax obligations
• ☐ NJ Business Registration Certificate (NJ-REG) filed
• ☐ Separate Company bank account opened
• ☐ Initial capital contribution documented and deposited
• ☐ Schedule A (property contributions) completed if applicable
• ☐ Annual report calendar reminder set for anniversary month
• ☐ Operating Agreement signed, dated, notarized, and stored with corporate records
• ☐ Insurance (general liability / professional / D&O as applicable) bound
• ☐ Tax classification (default disregarded vs. S-corp election via Form 2553) decided with CPA

Sources and References

• New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq.: https://law.justia.com/codes/new-jersey/2018/title-42/chapter-2c/
• N.J.S.A. 42:2C-43 (Charging order): https://law.justia.com/codes/new-jersey/2018/title-42/chapter-2c/section-42-2c-43/
• NJ Division of Revenue – Annual Report: https://www.njportal.com/dor/annualreports
• NJ Business Filings (Business.NJ.gov): https://business.nj.gov/pages/filings-and-accounting
• NJ Statement of Authority guidance (N.J.S.A. 42:2C-28)
• IRS, Single Member Limited Liability Companies: https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies