shitterstock How Do I Bind Thee (to an LLC Operating Agreement)? Let Me Count the Ways
A recent appellate decision clarifies the point at which members—either existing or subsequent—may be bound by an operating agreement. But it leaves unresolved the question of how a member might consent to an operating agreement through conduct.
July 22, 2021 at 11:00 AM
8 minute read
There are many ways in which an LLC member, and even certain non-members, can be bound by the terms of a limited liability company's operating agreement, or even a draft they did not sign, under New Jersey's Revised Uniform Limited Liability Company Act (NJ-RULLCA), N.J.S.A. 42:2C-1 et. seq. In a recently published decision, Premier Physician Network v. Maro, No. A-1152-20, 2021 WL 2124195 (App. Div. May 26, 2021), the Appellate Division makes clear that when it comes to operating agreements, all members are not created equal. Whether and how a member (or other interested person) can become bound by an operating agreement depends, in part, on when they acquired that status.
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