Why Would I Use a Lawyer to Form an LLC?

Your accountant has recommended that you operate your business in the form on an LLC.  You go online and see the New Jersey state website makes filing the formation documents online very easy.  So why bother with an attorney?

Well, if you are both familiar and comfortable with the New Jersey Revised Uniform Limited Liability Company Act (“RULLCA”) then by all means, plug in your name, address and credit card number and save yourself a few dollars.  However, if you are not familiar with the revised statute then perhaps a consultation and creating a business that works best for you is the way to go.

The most significant difference between forming your LLC on your own and forming your LLC in consultation with counsel is that on your own, without an operating agreement, your LLC will be governed by the existing statute, or RULLCA.  For instance, under RULLCA, an LLC’s operating agreement may eliminate or limit a member’s or manager’s liability to the LLC and members for money damages, except for (a) breach of the duty of loyalty; (b) a financial benefit received by the member or manager to which the member or manager is not entitled; (c) a breach of a member’s duty to not consent to or receive any distribution from the LLC if the LLC is insolvent or would become insolvent as a result of the distribution; (d) intentional infliction of harm on the LLC or a member; or (e) an intentional violation of criminal law.

Having an attorney form the LLC and help you draft your operating agreement means you can set up your business exactly as you want it, rather than having to use the default rules of the RULLCA. LLC’s offer tax and liability protection whether or not you form with the help of an attorney, but working with a professional business firm maximizes those protections and makes formation costs well worth the price tag. Questions? Call Bergmann & Good.  We are here to help.

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