Senate Commerce Committee Statement to Senate, No. 3066 - Alternate Names for Limited Liability Partnerships

Summary

A Senate Commerce Committee statement to Senate, No. 3066 with committee amendments, State of New Jersey, dated January 21, 2021. The committee reports Senate Bill No. 3066 favorably and with committee amendments. As amended, the bill permits the registration and use of alternate names by limited liability partnerships, which adopt an alternate name by filing a certificate of registration of alternate name with the State Treasurer. The statement says the registration is effective for five years from the date of filing and may be renewed successively for additional five-year periods. It states that a partnership that fails to file within the stated times is required to forfeit a penalty of not less than $200 and not more than $500.

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     SENATE COMMERCE COMMITTEE

                    STATEMENT TO

                  SENATE, No. 3066
                   with committee amendments



 STATE OF NEW JERSEY
                    DATED: JANUARY 21, 2021

    The Senate Commerce Committee reports favorably and with
committee amendments Senate Bill No. 3066.
    As amended, this bill amends current law to permit the
registration and use of alternate names limited liability partnerships
and clarifies that limited liability partnerships may not use alternate
names prohibited by applicable law governing specific professions,
services, or commercial activities.
   Specifically, the bill provides that domestic limited liability
partnerships and foreign limited liability partnerships may conduct
activities in this State using an alternate name, including an
abbreviation of its name or an acronym only if the limited liability
partnership:
   (1) also uses its actual name in the transaction of any of its
activities in a manner as not to be deceptive as to its actual identity;
or
   (2) has first registered the alternate name.
   The bill provides that limited liability partnerships may adopt
and use alternate names by filing an original and a copy of a
certificate of registration of alternate name with the State Treasurer
executed on behalf of the limited liability partnership. The
certificate is required to provide certain information concerning the
limited liability partnership and its use of the alternate name.
   The bill provides that the registration is effective for five years
from the date of filing and may be renewed successively for
additional five-year periods.
   The bill clarifies that it does not:
   (1) 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;
   (2) interfere with the power of any court to enjoin the use of the
name on the basis of the law of unfair competition or on any other
basis except the identity or similarity of the alternate name to any
other corporate or limited liability partnership name.
   (3) permit the use of an alternate name in violation of any
applicable federal, state, or local statute, regulation, ordinance, or
                                 2

rule of professional conduct, responsibility or ethics governing any
profession, service, or commercial activity; or
   (4) repeal, modify, preempt, or otherwise affect the
enforceability and validity of any state, or local statute, regulation,
ordinance, or rule of professional conduct, responsibility or ethics
governing any profession, service, or commercial activity.
   The bill requires a limited liability partnership which has used an
alternate name in this State, upon filing a certificate of registration
of alternate name or an untimely certificate of renewal, to pay to the
State Treasurer 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 the bill after it goes into effect.
   The bill provides that the failure of a limited liability partnership
to file a certificate of registration or renewal of an alternate name
does not impair the validity of any contract or act of the limited
liability partnership and does not prevent the limited liability
partnership from defending any action or proceeding in any court of
this State, but the limited liability partnership may not maintain any
action or proceeding in any court of this State arising out of a
contract or act in which it used the alternate name until it has filed
the certificate.
   The bill provides that a limited liability partnership which should
have filed a certificate of registration or renewal of alternate name
and fails to do so within 60 days prior to the date of expiration of
the registration or 90 days after having been notified by any person
aggrieved by its failure to do so, is required to forfeit to the State a
penalty of not less than $200 and not more than $500.

COMMITTEE AMENDMENTS:
    The committee amended the bill to:
    (1) provide that the registration of alternate name for a limited
liability partnership may be renewed within 60 days, rather than 90
days, prior to the date of expiration of the registration;
    (2) provide that a limited liability partnership may face certain
penalties if it fails to file a required certificate of registration or
renewal of alternate name within 60 days prior to the date of expiration
of the registration, or 90 days after having been notified by certain
persons; and
    (3) make certain technical changes to the bill.


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