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By Eric Geringswald | CSC
New Jersey lawmakers added legislation to the state’s business entity laws allowing conversions and domestications of all entity types, including foreign and domestic corporations. The new law goes into effect on November 4, 2023.
Until now, New Jersey business entity law allowed only conversions and domestications of LLCs. Corporations couldn’t convert to a different type of business entity and other entities couldn’t convert to NJ corporations. NJ corporations couldn’t domesticate to other jurisdiction, and corporations formed in other jurisdictions couldn’t convert to become NJ corporations. This required NJ corporations to use statutory mergers to change entity type or jurisdiction.
Conversions to a domestic corporation don’t affect obligations or liabilities the other entity may have incurred prior to the conversion. The continuing entity keeps it same date of formation, assets, liabilities, and contractual obligations.
Conversions and domestications of other entities to NJ corporations must be approved according to the entity’s governing documents, while NJ corporations converting to a different entity must seek board approval.
The 2023 edition of CSC’s New Jersey Laws Governing Business Entities Annotated captures these and other changes to ensure practitioners are working with the most up-to-date information.
The 2023 edition features the latest statutory changes through the 220th Second Annual Session of the New Jersey legislature. The book’s Table of Sections Affected lists legislative changes, and Legislative Analysis summarizes changes enacted this year.
This newest edition also includes the latest case notes from state and federal courts interpreting the law. New cases are listed in the Table of New Annotations, and new cases are highlighted in the body of the book with gray bars.
More than 70 fillable New Jersey forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types are available via the LexisNexis® Store download center. A listing of the forms can be found in the book’s appendix. An up-to-date Fee Schedule provides the fees for business entity filings.
New Jersey Laws Governing Business Entities Annotated is available as a softbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets and smartphones that use eReader software or applications. It’s also available on the LexisNexis® Digital Library.
New Jersey practitioners may also be interested in CSC’s New York Laws Governing Business Entities Annotated and Pennsylvania Laws Governing Business Entities Annotated. These statutory collections are essential resources for legal professionals practicing business law in those states.
To learn more about the 2023 Edition of New Jersey Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.