Legal Question in Business Law in New Jersey

can a corporation be the manager of a limited liability company

Asked on 10/18/19, 8:26 pm

2 Answers from Attorneys

Ronald Cappuccio Ronald J. Cappuccio, J.D., LL.M.(Tax)

No. An actual person is needed to sign the documents, accounts, etc. A corporation may be a member of the LLC and select a manager. You really need to speak with a good tax and business lawyer.

I hope this helps!

Ron Cappuccio

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Answered on 10/19/19, 4:25 pm

I disagree with my colleague. Though the statute states that a manager is a person, the statue then defines a person also to be a "corporation" (42:2C-2). Therefore, a corporation can be a manager of an LLC. I do agree that the manager corporation would have to designate a person to sign on behalf of the corporation, though the signer would not be the actual manager rather just a designee.

I also agree with my colleague that the fact that there is a disagreement as to the law, makes the need to consult with a business attorney that much more important.

Roman R. Fichman, Esq. │ @TheLegalist

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Answered on 10/20/19, 11:08 pm

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