Morris, Nichols, Arsht & Tunnell LLP
MONTH-IN-BRIEF (Jul 2024)
Rescission of the Erroneous Dissolution and Termination of a New Jersey Limited Liability Company Requires a Court Order
By Lawrence A. Goldman, Gibbons P.C.
In a recent case of “first impression,” Patel v. New Jersey Department of Treasury, Division of Revenue and Enterprise Services (approved for publication on June 18, 2024), the Superior Court of New Jersey, Appellate Division, addressed the proper means of rescinding a limited liability company (“LLC”) certificate of dissolution and termination that allegedly had been filed with the New Jersey Department of Treasury (the “State filing office”) in error or without authorization. The court held that the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq. (the “NJLLCA”), does not give the filing office the administrative power to rescind an LLC termination absent a court order directing such relief, with a proper showing of justification by the applicant and upon appropriate notice to interested and affected parties.
