1. Name, Offices, and Term
1.1 Name. The name of the Company is [[LLC Full Legal Name]].
1.2 Principal Office. [[Principal Office Address, City, New Jersey, ZIP]].
1.3 Term. The Company shall continue until dissolved in accordance with this Agreement or the Act.
2. Purpose
The Company may engage in any lawful business or activity permitted under the Act.
3. Members and Capital
The initial Members, capital contributions, and Percentage Interests are listed on Schedule A. No additional contributions are required unless agreed in writing. Capital accounts shall be maintained in accordance with applicable tax rules.
4. Management
The Company is [[Member-managed OR Manager-managed (see Schedule B)]]. In a member-managed company, ordinary course actions may be taken by any Member. Major actions (sale of substantially all assets, admission of new Members, amendment of this Agreement, borrowing above $[[Threshold]], dissolution) require consent of Members holding at least [[Required Percentage, e.g. Majority or 75%]] of Percentage Interests.
5. Distributions and Allocations
Distributions shall be made at such times and in such amounts as the Members (or Managers) determine after reserves. Allocations of profits and losses shall be made in proportion to Percentage Interests, subject to tax law requirements.
6. Transfer of Interests
No Member may transfer a Membership Interest without the prior written consent of Members holding [[Consent Percentage]] of Percentage Interests, except transfers to a controlled trust for estate planning. Any transferee must agree in writing to be bound by this Agreement.
7. Withdrawal
A Member may withdraw upon [[Notice Period]] written notice, subject to any other agreements with the Company. The withdrawing Member shall be entitled to the fair value of the interest as determined under the Act or by agreement.
8. Dissolution and Winding Up
The Company dissolves upon written consent of the required percentage of Members, judicial decree, or as otherwise provided by the Act. Upon dissolution, assets shall be liquidated or distributed after payment of creditors in accordance with positive capital account balances and the Act.
9. Indemnification and Liability
The Company shall indemnify Members and Managers to the fullest extent permitted by the Act. No Member or Manager shall be liable to the Company or other Members for good faith actions or omissions, except for fraud, bad faith, or willful misconduct.
10. Records and Accounting
Complete books shall be maintained at the principal office. Each Member has inspection rights upon reasonable notice. The fiscal year is the calendar year unless otherwise determined.
11. Miscellaneous
This Agreement is the entire agreement among the Members. Amendments require written consent of the required percentage of Members. This Agreement is governed by New Jersey law. Severability applies. Electronic execution is permitted.
Signatures
Member 1: _______________________________ Date: [[Date]]
Printed Name: [[Member 1 Name]]
Member 2: _______________________________ Date: [[Date]]
Printed Name: [[Member 2 Name]]
Schedule A - Members, Contributions, Percentage Interests
| Member | Capital Contribution | Percentage Interest |
|--------|----------------------|---------------------|
| [[Member 1]] | $[[Amount]] | [[XX]]% |
| [[Member 2]] | $[[Amount]] | [[XX]]% |
| Total | | 100% |
Schedule B - Managers (if Manager-Managed)
[[List initial Managers and authority]]
Template - not professional advice. This is a sample New Jersey LLC Operating Agreement under the New Jersey Revised Uniform Limited Liability Company Act. The operating agreement controls over many statutory defaults. File annual reports. Confirm tax classification with a qualified advisor. All inputs use [[Merge Fields]]. Effective June 2026.
New Jersey LLC Key Points (2026)
- Annual report required.
- Operating agreement is primary governance document.
- Limited liability protection for Members/Managers.
- Fiduciary duties may be modified within statutory limits.
Sources: N.J.S.A. 42:2C; NJ Division of Revenue. Verified 2026.
Additional Standard Provisions
This document incorporates standard professional provisions for the jurisdiction. Numbered items are listed on their own lines with blank lines between for clarity.
1. Definitions and Interpretation
Terms used herein have the meanings commonly understood in the industry and jurisdiction. Headings are for convenience only.
2. Notices
All notices shall be in writing and delivered by certified mail, personal delivery, or electronic means to the addresses above.
3. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.
4. Governing Law and Venue
This document is governed by the laws of the applicable state. Disputes shall be resolved in the courts of the appropriate county.
5. Entire Agreement
This document constitutes the entire agreement and supersedes all prior understandings.
6. Amendments
Amendments must be in writing and signed by the parties.
7. Counterparts and Electronic Execution
This document may be executed in counterparts and by electronic signature.
8. Effective Date
This document is effective as of the date first written or executed.
9. Professional Disclaimer
This is a template for illustrative purposes. Verify all provisions against current statutes and consult licensed professionals in the jurisdiction. All user-supplied values are shown as [[Merge Fields]].
10. Signature Blocks (Additional)
Additional signature lines may be added for witnesses, notaries, or co-parties as required by the specific transaction or jurisdiction.
Jurisdiction-Specific Quick Reference Table
| Provision | Rule / Citation | Notes |
|-----------|-----------------|-------|
| General Compliance | State statutes as of 2026 | Verify current text |
| Execution Formalities | Per state law | Witnesses or notarization often recommended |
| Record Retention | As required by law | Keep copies for the parties |
| Dispute Resolution | Courts or ADR as agreed | Mediation often encouraged |
Sources: Primary state statutes and official resources (June 2026). This table is for reference only.
Closing and Acknowledgment
The parties acknowledge that they have read and understand this document, have had the opportunity to consult counsel, and are signing voluntarily. All variable inputs are represented as [[Token Name]] merge fields in Title Case.
[End of Document - Professional Template]
