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The Revised Uniform Limited Liability Company Act (“RULLCA”, N.J.S.A. 42:2C-1 et seq.) became effective March 18, 2013, though for the time being it will apply only to newly created LLCs (i.e. those created on or after the effective date) or those that elect to be subject to the new act. As of  March 1, 2014, the RULLCA will apply to all LLCs, regardless of when they were created. Much of the new statute does not break new ground. For instance, the law continues to permit single-member LLCs. Also, there is still no requirement that the entity's members enter into a written operating agreement. Absent an operating agreement, however, the new law mandates that allocations of profit/loss and distributions to members be on a per capita basis. Thus, if there are two members, one of whom contributes 70% of the capital and the other who contributes 30%, absent an operating agreement, each member would receive an equal, 50% allocation and distribution, notwithstanding the unequal contributions. Also, without provision having otherwise been made in an operating agreement, management decisions are made per capita under the RULLCA, regardless of percentage ownership interest in the LLC. Further, unless an operating agreement prescribes otherwise, the revised act requires unanimity for all decisions outside of the ordinary course of business of the LLC. There is also a significant new provision that will impact real estate transactions, among others. Specifically,  LLCs may file what is called a “Statement of Authority” (N.J.S.A. 42:2C-28) with the appropriate “filing office”, authorizing a person or persons holding a specified position in the organization to bind the LLC. In the case of real property transfers, the “filing office” would generally be the county clerk or register. The recording of a certified copy of a Statement of Authority in the appropriate county recording office would be “conclusive in favor of a person that gives value in reliance on the grant [of authority] without knowledge to the contrary …” (N.J.S.A. 42:2C-28(f)). This would presumably be of comfort to lenders and others who may be concerned about an individual’s authority to bind the LLC in the case of a deed or mortgage. The above are selected highlights only. LLC owners and managers of existing and to-be-formed entities should familiarize themselves with the new law, evaluate current operating agreements and consider what provisions should be included in any new agreements. Also, in light of the changes made by the RULLCA to issues like governance and distributions, among others, LLCs with no operating agreements should consider putting one in place.