How The New NJ LLC Amendment Became Law
Written By:
Gianfranco A. Pietrafesa, Esq.*
Partner
Archer & Greiner PC
A dealership organized as a limited liability company (“LLC”) was terminating its dealership agreement with a manufacturer. The LLC did business under an alternate name that combined its location and the brand—for example, Hackensack Yugo. When the relationship ended, the manufacturer asked the LLC to terminate its registered alternate name. The New Jersey Division of Revenue and Enterprise Services, however, would not file the certificate of termination because the New Jersey Revised Uniform Limited Liability Company Act (“LLC Act”) did not authorize the early termination of registered alternate names. As a result, the alternate name would remain on file until the end of its five-year term.
That an LLC could not terminate its alternate name filing before the end of its five-year term made no sense to me, especially when a corporation could terminate its alternate name early. See N.J.S.A. 14A:2-2.1(3). So, in April 2024, I drafted legislation amending the LLC Act to permit the early termination of registered alternate names, using the language in the New Jersey Business Corporation Act.
Introduction as S3689
I found a supportive New Jersey legislator (a fellow attorney) who graciously agreed to sponsor the legislation, and I sent him the proposed bill on April 15, 2024. After the New Jersey Office of Legislative Services put it into proper form, two New Jersey State Senators introduced it in the Senate as S3689 on September 30, 2024, and it was referred to the Senate Commerce Committee.
The bill was amended twice—a technical amendment in February 2025 and a substantive amendment on June 2, 2025 (more on that amendment below). The Senate passed it on December 18, 2025 by a vote of 38-0 and referred it to the Assembly. Before the Assembly could act, however, the Legislature’s two-year 2024-2025 term ended, and the legislation died.
Reintroduction as S1395
In the next legislative term, the same two New Jersey State Senators reintroduced the legislation in the Senate on January 13, 2026 as S1395, which was again referred to the Senate Commerce Committee. The substantive amendment made to the prior bill (S3689) on June 2, 2025 carried over into the new bill.
That substantive amendment provided that an LLC operating as a residential landlord could not file for early termination of its alternate name. Worse, it provided that such an LLC could terminate its alternate name only after the five-year term expired. This made no sense—why would an LLC file to terminate an alternate name that had already terminated automatically at the end of its five-year term?
I proposed modifications to S1395 to eliminate the offending language, while leaving in place the provision barring an LLC operating as a residential landlord from filing for early termination of its alternate name. In my experience, few residential-landlord LLCs register an alternate name.
I sent my proposed modifications to one of the sponsors of S1395 on February 20, 2026, and the modifications were incorporated into the bill on February 24, 2026. The Senate approved S1395 by a 38-0 vote on March 23, 2026, and the bill was referred to the Assembly Commerce and Economic Development Committee. On June 4, 2026, a New Jersey State Assemblywoman graciously introduced companion legislation (A4955) in the Assembly and became a co-sponsor of S1395; that same day, the Assembly Committee approved both bills.
On September 21, 2026, I wrote a letter to the sponsoring legislators in support of S1395 and asked that my letter be circulated to members of the Assembly. I never learned what became of the letter, but A4955 was substituted by S1395 on September 24, 2026, and the Assembly passed the bill by a vote of 72-0-1.
Signed into Law as P.L. 2026, ch. 98
Having passed both houses, S1395 went to the Governor’s Office for signature. On October 8, 2026, the Acting Governor signed S1395 into law as P.L. 2026, Chapter 98. As a result, the LLC Act now permits an LLC to terminate its registered alternate name before the end of its five-year term. The legislation makes a small change, but the LLC Act is better for it.
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* Gianfranco A. Pietrafesa is a New Jersey corporate lawyer. He is a director and former chair of the Business Law Section of the New Jersey State Bar Association and served on the committee that drafted the New Jersey Revised Uniform Limited Liability Company Act. He has written and lectured extensively on NJ LLC issues. He can be reached at gpietrafesa@archerlaw.com.