N.J. Admin. Code § 12:16-11.2

Current through Register Vol. 56, No. 9, May 6, 2024

Section 12:16-11.2 - Limited liability companies

(a) A limited liability company (LLC) is composed of one or more authorized persons who complete and file a certificate of formation with the Division of Revenue. An LLC must have one or more members and may commence operations at any date or time after filing the certificate of formation.

(b) An LLC consisting of two or more members shall be classified as a partnership unless classified otherwise for Federal income tax purposes.

(c) An LLC consisting of one member shall be classified as a sole proprietorship unless the LLC elected a corporate classification for Federal income tax purposes by completing IRS Form 8832; or if the member is a corporation. In the event that the member is a corporation, and where the LLC is disregarded for Federal income tax purposes, the member shall be considered the employer with regard to all individuals performing services for the LLC.

N.J. Admin. Code § 12:16-11.2

New Rule, R.1997 d.219, effective 5/19/1997.
See: 29 New Jersey Register 834(b), 29 New Jersey Register 2463(a).
Amended by R.1999 d.439, effective 12/20/1999.
See: 31 New Jersey Register 3037(a), 31 New Jersey Register 4284(b).
In (a), substituted "one" for "two" following "must have" in the second sentence; in (b), substituted a reference to LLCs consisting or two or more members for a reference to LLCs; and added (c).
Amended by R.2005 d.108, effective 4/4/2005.
See: 36 New Jersey Register 5651(a), 37 New Jersey Register 1030(a).
In (a), substituted "Division of Revenue" for "Secretary of State of the State of New Jersey".