Senate Commerce Committee Statement to Senate, No. 3066 — State of New Jersey (January 21, 2021)

Summary

A Senate Commerce Committee statement to the Senate on Senate Bill No. 3066, State of New Jersey, dated January 21, 2021, reporting the bill favorably with committee amendments. As amended, the bill permits domestic and foreign limited liability partnerships to conduct activities in the State under an alternate name only if they also use the actual name in a non-deceptive way or first register the alternate name with the State Treasurer. Registration is effective for five years from filing and may be renewed for additional five-year periods; it grants no right in the name against other users. A partnership that fails to file within the stated deadlines must forfeit a penalty of not less than $200 and not more than $500, and the amendments set renewal within 60 days, rather than 90 days, before expiration.

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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 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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