Legal Question in Business Law in New Jersey

What does 1.5 mean in relation to 1.4 ? I just need a plain English explanation!

1.4 TERM. The Company shall continue for a perpetual period, or until dissolution pursuant to one of the provisions below:

Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or in the event that the Company shall have only two members each of whom has a 50% capital interest, either member may elect to dissolve the company upon reasonable notice to the other.

(a) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or

(b) Any other event causing dissolution of this Limited Liability Company under the laws of the State of __________________.

1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(b), if there is at least one remaining Member, said remaining Member shall have the right to continue the business of the company.


Asked on 5/05/17, 5:54 pm

1 Answer from Attorneys
Roman Fichman Esq. Law Practice of Roman Fichman Esq.

it could be a bunch of things. Under 1.4(b) need review the state laws for the specific state where the company was formed to determine what are the events that could trigger only one member remaining.

Be mindful that if you have partners then this could be very important. If you have a follow up question for me you get a 35% off lawguru discount for 24 hours. Contact me.

Roman R. Fichman, Esq.

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Answered on 5/08/17, 7:55 am


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