A 4955 — Allows certain limited liability companies to terminate alternate names before end of five-year registration period.

A4955 1R [First Reprint] ASSEMBLY, No.

  CURRENT VERSION OF TEXT      As introduced.reported by the Assembly Commerce and Economic Development Committee on June 4, 2026, with amendments.

   An Act allowing for the termination of alternate names of certain limited liability companies and amending Title1[Title 42 of the RevisedRevised] P.L.2012, c.50 and Title 14A of the New Jersey1 Statutes.

of section 8 of [this act] P.L.2012, c.50 (C.42:2C-8), by filing an original and a copy of a certificate of registration of alternate name with the filing1[filing officeoffice] State Treasurer1 executed on behalf of the limited liability company.

      c.   The registration shall be effective for five years from the date of filing, unless sooner terminated as provided below, and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the limited liability company any time within 90 days prior to, but not later than, the date of expiration of the registration.registration.  The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b.

The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b.

provided, however, that a limited liability company does1[does not operateoperate] that operates1 as a residential landlord. landlord 1[.  A limited liability company that operates as a residential landlordlandlord]1 shall wait1[wait until the expiration of the five-year registration period to file a termination certificate. certificate] not be authorized to do so1.  A termination certificate shall state the name of the limited liability company, the alternate name for which the limited liability company has filed a certificate of registration, that the limited liability company has ceased to use the registered alternate name, and any other identifying information the filing1[filing officeoffice] State Treasurer1 may specify.  The termination certificate may recite the date upon which the limited liability company ceased to use the alternate name, but no recital shall be required.

      e.   A limited liability company which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the filing1[filing officeoffice] State Treasurer1 the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section.section.  For the purpose of this subsection, any part of a year shall be considered a full year.

For the purpose of this subsection, any part of a year shall be considered a full year.

      (2)  A limited liability company which should have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by the filing1[filing office,office] State Treasurer1, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200 nor more than $500.

P.L.2019, c.149, s.13.)             3. 13.  ThisN.J.S.14A:2-2.1 actis shallamended taketo effectread immediately.as follows:

        (1)  STATEMENTNo  domestic     corporation, Theor Newforeign Jerseycorporation Businesswhich  Corporationtransacts Actbusiness allowsin this State within the meaning of section 14A:13-3, shall transact any business in this State using a corporationname toother terminatethan anits alternateactual name priorunless to      the(a)  expirationIt datealso ofuses its actual name in the five-yeartransaction registrationof period.any such business in such a manner as not to be deceptive as to its actual identity;

 Theor New      Jersey(b)  RevisedIt Uniformhas Limitedbeen Liabilityauthorized Companyto Acttransact doesbusiness notin allowthis aState, limitedusing liability company to terminate an alternateassumed name prioras toprovided thein expirationsubsection date14A:2-2(3); of the five-year registration period.

 Theor difference      in(c)  treatmentIt betweenhas corporationsfirst andregistered limitedthe liabilityalternate companiesname isas rectifiedprovided in this bill.section.

          The(2)  billAny amendscorporation themay Newadopt Jerseyand Reviseduse Uniformany Limitedalternate Liabilityname, Companyincluding Actany towhich allowwould abe limitedunavailable liabilityas companythe toname terminateof ana alternatedomestic nameor priorforeign tocorporation thebecause expiration date of the five-yearprohibitions registrationof period. paragraph However,14A:2-2(1)(b), thebut billnot providesincluding that a limitedname liabilityprohibited company operating as a residentialcorporate landlordname cannotby terminateparagraph an14A:2-2(1)(c), alternateby namefiling priora tocertificate theof expirationregistration date of thea five-yearcorporate registrationalternate period. name Thewith terminationthe certificate[Secretary toof] beState filedTreasurer isexecuted toon include,behalf amongof other items, the namecorporation.  ofThe thecertificate limitedshall liabilityset company,forth the      alternate(a)  The name, jurisdiction and anydate otherof identifyingincorporation informationof for the filingcorporation; office.

      (b)  The alternate name;

      (c)  A brief statement of the character or nature of the particular business or businesses to be conducted using the alternate name;

      (d)  That the corporation intends to use such name in this State;

      (e)  That the corporation has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced such use.

      (3)  Such a registration shall be effective for five years from the date of filing, unless sooner terminated as provided below, and may be renewed successively for additional five-year periods by filing a certificate of renewal executed on behalf of the corporation at any time within three months prior to, but not later than, the date of expiration of the registration.  Not more than four months and not less than one month prior to the date of expiration of the registration, the [Secretary of] State Treasurer shall notify the corporation of the date of expiration and the requirements for renewal of the registration.  The certificate of renewal shall be effective as of the date of expiration of the earlier registration.  The certificate of renewal shall set forth the information required in paragraph 14A:2-2.1(2)(a) through paragraph 14A:2-2.1(2)(d), the date of filing of the certificate of registration then in effect, and that the corporation is continuing to use the alternate name.  If a corporation ceases to use an alternate name in this State prior to the expiration date of the five-year registration period, it may file a termination certificate.  A termination certificate shall state the name of the corporation, the alternate name for which the corporation has filed a certificate of registration and that the corporation has ceased to use the registered alternate name.  The termination certificate may recite the date upon which the corporation ceased to use the alternate name, but no recital shall be required.

      (4)  Nothing in this section shall be construed       (a)  To grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name, or corporate name;

or       (b)  To interfere with the power of any court to enjoin the use of any such name on the basis of the law of unfair competition or on any other basis except the mere fact of identity or similarity of the alternate name to any other corporate name.

      (5)  A corporation which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for such a certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using such alternate name in violation of this section after August 1, 1974.  For purposes of this subsection, any part of a year shall be considered a full year.

      (6)  The failure of a corporation to file a certificate of registration or renewal of alternate name shall not impair the validity of any contract or act of such corporation and shall not prevent such corporation from defending any action or proceeding in any court of this State, but no such corporation shall maintain any action or proceeding in any court of this State arising out of a contract or act in which it used such alternate name until it has filed such a certificate.

      (7) (a) A corporation which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used a fictitious name in this State shall, if such false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection 14A:2-2.1(5), forfeit to the State a penalty of not less than $200.00 nor more than $500.00.

      (b)  A corporation which ought to have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the [Secretary of] State Treasurer, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00.

      (c)  Such penalty shall be recovered with costs in an action prosecuted by the Attorney General.  The court may proceed in such an action in a summary manner or otherwise.

      (8)  (Deleted by amendment, P.L.

1988, c.

94.)1 (cf:

P.L.1988, c.94, s.8)        1[3.]  4.1  This act shall take effect immediately.