Bill Text: NJ A6146 | 2020-2021 | Regular Session | Amended
Bill Title: Establishes process for formation of professional limited liability companies.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Introduced - Dead) 2022-01-06 - Reported out of Assembly Comm. with Amendments, 2nd Reading [A6146 Detail]
Download: New_Jersey-2020-A6146-Amended.html
ASSEMBLY, No. 6146
STATE OF NEW JERSEY
219th LEGISLATURE
INTRODUCED DECEMBER 2, 2021
Sponsored by:
Assemblyman JOHN J. BURZICHELLI
District 3 (Cumberland, Gloucester and Salem)
Assemblyman ROY FREIMAN
District 16 (Hunterdon, Mercer, Middlesex and Somerset)
SYNOPSIS
Establishes process for formation of professional limited liability companies.
CURRENT VERSION OF TEXT
As reported by the Assembly Appropriations Committee on January 6, 2022, with amendments.
An Act concerning professional limited liability companies and supplementing P.L.2012, c.50 (C.42:2C-1 et seq.).
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. As used in this act:
"License" means a license, certificate of registration, or any other evidence of the satisfaction of the requirements for the practice of a profession issued by a licensing authority.
"Licensed person" means a person who is licensed by a licensing authority to provide at least one of the categories of professional services rendered by the professional limited liability company.
"Licensing authority" means a state, federal, or local board, agency, or other entity that issues a license.
"Professional limited liability company" means a limited liability company organized under this act for purposes that include rendering one or more categories of professional services.
"Professional service" means a service that may be lawfully rendered only by a licensed person or person otherwise authorized by a licensing authority to render the service.
2. a. A person may form a professional limited liability company by filing 1[articles of organization] a certificate of formation1 with the filing office that, in addition to the information required under section 18 of P.L.2012, c.50 (C.42:2C-18), 1[specify] specifies1:
(1) that the company is a professional limited liability company; and
(2) the professional service or services that the professional limited liability company is organized to provide.
b. A limited liability company organized under a law of this State other than this act may elect professional limited liability company status by amending its 1[articles of organization] certificate of formation1 pursuant to section 19 of P.L.2012, c.50 (C.42:2C-19), to comply with subsection a. of this section and with section 6 of this act.
3. a. This act shall not alter the right of licensed persons to perform professional services in any other business form allowed by law.
b. This act shall not prohibit a professional limited liability company from employing persons who are not licensed to perform professional services that are rendered by the company if all of the following apply:
(1) the unlicensed persons work at the direction or under the supervision of licensed persons;
(2) the unlicensed persons do not hold themselves out to the public generally as being authorized to perform the professional services rendered by the company; and
(3) the unlicensed persons are not prohibited by the licensing authority regulating any of the professional services rendered by the professional limited liability company from being so employed.
4. Professional limited liability companies shall be governed by the laws applicable to other limited liability companies, except asthose laws are limited or enlarged by or contrary to this act, this act shall be controlling.
5. a. A professional limited liability company may render a category of professional services in this State only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in this State to perform that category of professional services. This act shall not limit or restrict the operation of any limited liability company or its members, including any licensed person, to the extent the company is otherwise authorized under applicable law administered by the licensing authority to render professional services through a limited liability company that is not subject to this act.
b. A professional limited liability company may issue a transferable interest or admit as a member any person unless the company is prohibited from doing so by the licensing authority.
c. A transferable interest in a professional limited liability company may be transferred to any person unless the transfer is prohibited by the licensing authority. A member that transfers a transferable interest in violation of this subsection shall be deemed to have dissociated as a member under section 46 of P.L.2012, c.50 (C.42:2C-46).
6. The name of a professional limited liability company authorized to transact business in this State shall satisfy the requirements of section 8 of P.L.2012, c.50 (C.42:2C-8), except that the name shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", "P.L.C.", "PLLC" or "PLC" in uppercase or lowercase letters.
7. This act shall not alter any law applicable to the relationship between a person performing professional services and a person receiving those services, including liability arising out of those professional services.
8. a. A professional limited liability company shall not perform any act that is prohibited to be performed by individuals licensed to perform professional services that are rendered by the company.
b. Each member, manager, officer, agent and employee of a professional limited liability company who is a licensed person in the jurisdiction in which the person performs professional services is subject to the rules and regulations adopted by and the disciplinary powers of the licensing authority or licensing authorities regulating the professional services rendered by the company in the jurisdiction in which the person performs professional services.
9. This act shall take effect on the 180th day next following enactment.
