HOW TO FORM AN LLC IN NEW JERSEY
The first step to forming an LLC in New Jersey is completing and filing a Public Records Filing for a New Business Entity and the $125 filing fee with the New Jersey Division of Revenue in the Department of Treasury.
Typical turnaround time for the filing to be finalized is 2-3 weeks. However, if you pay the $15 fee to expedite, it will be processed and filed within 8.5 hours. Same-day filing service is available for an additional $50. Once the Public Records Filing for New Business Entity is filed, the document becomes the original Certificate of Formation, which states that your LLC has been formed.
Formation is just the first step. After that, you need to obtain an employer identification number (EIN), open a business banking account, and finalize an operating agreement.
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- One day New Jersey LLC Processing
- Custom Operating Agreement
- Client Account to Maintain Business Documents
- Annual Report Reminders
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Advantages of Forming and LLC in New Jersey
New Jersey LLCs are easy to manage and maintain. Unlike corporations, LLCs are not required to hold board member or shareholder meetings. In comparison to corporations, which are subject to more complex regulations and formalities, the LLC structure allows for more flexibility and convenience in decision making and membership.
Inexpensive to Maintain
Every New Jersey LLC is required to file an annual report with the New Jersey Division of Revenue one year after formation. The fee to file an annual report in New Jersey is only $75–cheap compared to many states.
GUIDE TO FORMING AN LLC
IN NEW JERSEY
An Overview of Forming & Maintaining an LLC in New Jersey
All states have different terms, rules, and regulations regarding the process of forming an LLC. New Jersey is no exception. This section includes some steps, tips, and general information on the formation and maintenance of your LLC. The process of forming an LLC in New Jersey begins with the completion of the New Business Entity Document. This document can be found online at .
Choose a Name For Your LLC
Before you decide what you are going to call your business make sure you are in compliance with the New Jersey Law. The name of your LLC needs to be distinct from any business entity on file with the New Jersey Division of Revenue. Before you file the Public Records Filing, it is a good idea to make sure the name you want is available. You can check by searching the New Jersey Division of Revenue and Enterprise Services Business Name Search website.
The name of your LLC must contain the phrase, “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” You are permitted to abbreviate “Limited” as “Ltd.” and “Company” as “Co.”
Choose a Registered Agent
A registered agent is an authorized individual or entity that accepts legal process or service, annual report reminders from the New Jersey Division of Revenue, and other legal documents on behalf of the LLC. A registered agent must have a valid New Jersey street address. A PO box address is not valid.
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Complete a Public Records Filing for a New Business Entity
The Public Records Filing for New Business Entity is the document that is filed with the New Jersey Department of Revenue to form your LLC. This document is a general form that is completed for all new business entities in New Jersey. It is two pages long and can be typed into as a PDF or completed by hand. Once the Public Records filing is filed, the document is considered the original Certificate of Formation for your LLC. At that point, all the information provided on the document will be considered public record.
You are required to provide the following information to complete the filing:
- The name of the LLC (see Step 1)
- The type of business entity (in this case, write or type “LLC”)
- The name and address of the registered agent (see step 3)
- The main business or principal business address
- A signature of an authorized representative
For LLC filings, you are not required to complete Line 3 (“Business Purpose”) of the Public Record Filing.
The principal business address is the office where business for the LLC is conducted. Additionally, the principal office is where the corporate records and financial documents of the business office are kept. It is not required that this office is located in New Jersey.
If you choose New Jersey Registered Agent LLC to complete your LLC formation, we put our address here to keep your information private.
An authorized representative is an individual given permission by the founder(s) of the LLC to sign the Public Records Filing for New Business Entity on behalf of the company.
File the Public Records Filing
The Public Records Filing is filed at the New Jersey Department of Revenue. You can file this document online, via fax, in-person, or by mail. If you are paying by check or money order, make it payable to “Treasurer, State of New Jersey.” You must submit three copies of the Public Records Filing in order for it to be formed, one of which will be provided to you after formation.
Filing by Mail
To file by mail, send the completed Public Records Filing Form to:
New Jersey Department of the Treasury
Division of Revenue & Enterprise
Services/Corporate Filing Unit PO Box 208
Trenton, NW 08646-0308
For faster service, include a self-addressed envelope. Do not send cash through the mail. Additionally, there is not an option to expedite filing if you submit the forms for filing via mail.
Filing In Person
To file in person, deliver the document to the New Jersey Division of Revenue located at:
33 W. State Street, 5th Floor
Trenton, NJ 08608
If you file in person, you can pay by check, credit card, cash, or through a prepaid account. You will have the option to expedite the formation or have it completed same-day. Filings submitted without expedited service take two to three weeks to become effective.
Filing by Fax
To file via fax, the first step is completing a cover sheet that includes the following information:
- The title: New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, Facsimile Filing Service Request
- The preferred payment method (card or prepaid account)
- All necessary credit card information, including the security code (if you’re paying with a credit card)
- The name of the firm or invidividual filing the document
- A description of the service requested
- The proposed name of your LLC
- If you want the filing expedited or completed same day
- the total number of pages in the fax (including the cover sheet)
- A return fax number
Expedited service is completed within 8.5 hours. Same day service is completed before 5 PM the day of the filing, so long as it is filed before noon. Fax the document and the cover sheet to (609) 984-6851. If you do not complete the cover sheet correctly, the filing will be rejected. If the filing is successful, the Division will contact you via fax. If they cannot reach you via fax, they will send notice to the registered agent listed on the document.
Maintain Your LLC & Grow Your Business
Maintaining your LLC requires the following tasks:
- Obtaining and Employer Identification Number (EIN)
- Drafting an operating agreement
- Filing annual reports
- Registering your LLC
- Obtaining professional business licenses (if necessary)
NEW JERSEY LLC MAINTENANCE
FREQUENTLY ASKED QUESTIONS
What is an EIN?
An EIN is a unique nine-digit number issued by the Internal Revenue Service (IRS) for federal tax purposes. You will need an EIN to hire employees and open a business banking account.
How do I obtain an EIN?
To obtain an EIN, you can apply for one at the IRS website. Obtaining and EIN is easy and does not require a fee.
What is an operating agreement and do I need one for my New Jersey LLC?
You are not required by New Jersey law to have an operating agreement, however if you don’t have one, the New Jersey business statutes will apply to the operations of your business by default if for any reason your LLC is in court.
Even though you are not required to have an operating agreement, we highly advise that you do. Even if your are the only member of your LLC, you might still want to outline the responsibilities of the sole member, how other members can join, and how financial and managerial decisions regarding the company will be made.
It is especially important that you have an operating agreement if the LLC has more than one member. The operating agreement states the management structure of an LLC and how members or managers join or leave the LLC.
What is a member-managed LLC?
A member-managed LLC vests all decision making power in the members of the company, rather than a manager or managers. An operating agreement outlines the member voting process and the rights and responsibilities of all members of the LLC.
What is a manager-managed LLC?
When an LLC is manager-managed, decisions are made by manager or a vote of managers. A manager of an LLC does not have to be a member nor do they have to have any interest in the company. An operating agreement outlines the decision making process as well as the rights and responsibilities of a manager-managed LLC.
What is an annual report?
After your LLC is formed, you will need to file an annual report with the New Jersey Division of Revenue in the Department of Treasury. Filing the annual report costs $75. Your annual report must include the following information:
• The name of the LLC,
• The principal address of the LLC,
• The name and address of the registered agent of the LLC
• The name and addresses of the managing members or manager
How do I file my annual report?
Annual reports are filed online at the State of New Jersey Department of the Treasury Annual Reports and Change Services website. Annual reports are due the last day of the anniversary month of the LLC’s formation. Your registered agent will receive an annual report reminder three months before the due date.
If you don’t file an annual report for two consecutive years, your New Jersey LLC will be considered inactive and your authority to do business in New Jersey will be revoked.
How will my New Jersey LLC be taxed?
Your New Jersey LLC’s profits will be passed onto the members of the LLC and taxed as personal income. If you choose to have your LLC taxed as a S-corporation, the LLC will be subject to the annual mandatory corporate tax of $375.
Do I need to register my LLC in New Jersey?
Once it is formed, you must register your LLC as a new business entity by filing form NJ-REG within 60 days of forming your LLC. If you plan to collect any sales tax, this form must be completed 15 days prior to your first sale.
How do I register my LLC?
The NJ-REG form can be found on the Division of Revenue and Enterprise Services “Print Forms” website. There is no fee to file this form. Before you can complete this form you will need to have already formed your LLC and obtained your EIN from the IRS.
This form can be mailed to:
PO Box 252
Trenton, NJ 08646-0252
You can also file this form online at the State of New Jersey Division of Revenue and Enterprise Services Business Registration website
Do I need professional licenses?
Some professions require special licenses and certifications before you can proceed to create an LLC for your business. If you’re not sure if your LLC is in the clear, your best bet is to contact the New Jersey Business Action Center or visit the New Jersey Business Portal website.
What’s the difference between a New Jersey LLC and a New Jersey Corporation?
One of the most noticeable differences between a New Jersey LLC and a New Jersey Corporation is formality. Corporations require shareholder meets, an established board of directors, and meeting minutes kept on file. An LLC is much less formal, but still offers the separation of individual assets from the liabilities of the company.
Additionally, the profits of an LLC are not subject to the same corporate tax as a traditional corporation. Profits from an LLC are passed directly to the members and are then taxed as personal income, thus avoiding double taxation.
Where can I read more about New Jersey LLC laws?
You can find out more about the New Jersey LLC laws by reading the Revised Uniform Limited Liability Act.