42:2B-11 Certificate of formation; filing.

42:2B-11 Certificate of formation; filing.

11. a. In order to form a limited liability company, one or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth:

(1)The name of the limited liability company;

(2)The address of the registered office and the name and address of the registered agent for service of process required to be maintained by section 6 of this act;

(3)(Deleted by amendment, P.L.1998, c.79.)

(4)If the limited liability company is to have perpetual existence, regardless of whether the limited liability company is subject to any dissolution contingencies, then the word "perpetual" shall be stated; if the limited liability company is to have a specific date of dissolution, regardless of whether the limited liability company is subject to any dissolution contingencies, the latest date on which the limited liability company is to dissolve; and

(5)Any other matters the members determine to include therein.

b.A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this act shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation.

L.1993,c.210,s.11; amended 1997, c.139, s.9; 1998, c.79, s.2.