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New Jersey law

Business Laws in New Jersey.

New Jersey has adopted the Revised Business Corporation Act and the Revised Uniform Limited Liability Company Act. LLCs are the dominant entity. New Jersey has adopted the UCC. New Jersey noncompete enforceability is subject to the common-law Solari/Whitmyer three-prong test. A major legislative reform proposal (A1650) would significantly narrow noncompetes but has not been enacted. New Jersey has specialized Complex Business Litigation Program (CBLP) dockets in six vicinages (Bergen, Essex, Middlesex, Passaic, Monmouth, Union) for complex commercial cases.

Last verified: 2026-04-17

State law

Key New Jersey Statutes

New Jersey Business Corporation ActN.J.S.A. 14A:1-1 et seq.

Governs formation, governance, mergers, dissolutions, and shareholder rights of New Jersey for-profit corporations.

Revised Uniform Limited Liability Company ActN.J.S.A. 42:2C-1 et seq.

Governs formation, operating agreements, management, and dissolution of LLCs. Adopted 2013.

Noncompete Enforceability (Solari/Whitmyer Test)Solari Indus., Inc. v. Malady, 55 N.J. 571 (1970); Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25 (1971)

Noncompetes are enforceable only if (1) necessary to protect the employer's legitimate business interests; (2) not imposing undue hardship on the employee; and (3) not injurious to the public. Courts may blue-pencil overbroad agreements.

New Jersey Trade Secrets ActN.J.S.A. 56:15-1 et seq.

Provides civil remedies for misappropriation of trade secrets including injunctive relief, damages, unjust enrichment, and exemplary damages up to 2x for willful misappropriation.

Complex Business Litigation ProgramN.J. Court Rule 4:103

CBLP docket available in Bergen, Essex, Middlesex, Passaic, Monmouth, and Union counties for complex commercial cases (typically amount in controversy $200,000+). Specialized case management and judicial handling.

New Jersey UCCN.J.S.A. Title 12A

New Jersey's adoption of the UCC governing sales of goods, leases, negotiable instruments, secured transactions, and related commercial matters.

State law

Official Sources

Not Legal Advice

This page summarizes publicly available statutes and rules for informational purposes only. It does not constitute legal advice, and no attorney-client relationship is created by viewing this content. Laws change — always verify with the primary source or consult a licensed attorney in New Jersey.

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