Bulletin: NJ000044

Dear Associates:

This Bulletin supplements New Jersey Underwriting Bulletin Number NJ000009, dated June 28, 1994, which discussed the then new Limited Liability Company Act, N.J.S.A. 42:2B-1 et seq. (the "Act"). The Act has since been amended at N.J.S.A. 42:2B-8.1 to require the filing of annual reports by both domestic and foreign limited liability companies. Proof of filing of annual reports must be obtained prior to closing.

If a domestic limited liability company does not file an annual report for two consecutive years, its certificate will be transferred to an inactive list maintained by the Secretary of State.

If a foreign limited liability company does not file an annual report for two consecutive years, its certificate will be revoked by the Secretary of State.

The certificate of a domestic limited liability company which has been transferred to the inactive list for failure to file annual reports for two consecutive years shall be reinstated upon the filing of a reinstatement fee, current annual report fee, all delinquent annual report fees, and a late filing fee. The reinstatement relates back to the date of transfer of the certificate to the inactive list and validates all actions taken by the limited liability company in the interim.

The certificate of a foreign limited liability company which has been revoked for failure to file annual reports for two consecutive years shall be reinstated upon the filing of a reinstatement fee, current annual report fee, all delinquent annual report fees, and a late filing fee. The reinstatement relates back to the date of revocation and validates all actions taken by the limited liability company in the interim.

SCHEDULE B, SECTION I REQUIREMENT

Where an LLC is found in the chain of title, in addition to the proofs required as outlined in the New Jersey Underwriting Bulletin Number NJ000009, the following proof should be required in Schedule B, Section I of the Commitment to Insure:

Proof that ______________, an LLC is a validly existing Limited Liability Company and that its Certificate is active and in good standing. (The Company has requested such proof directly from the Secretary of State's Office but it has not been received). In the event that the Limited Liability Company's Certificate has been transferred to the inactive list, if a domestic limited liability company, or had its Certificate revoked, if a foreign limited liability company, the Company requires that the Certificate be reinstated prior to closing.

Please add this Bulletin to Tab 14 of your New Jersey Underwriting Bulletins book.

If you have any questions, please contact the New Jersey District office.