How to Form an LLC in New Jersey
New Jersey Department of the Treasury—Division of Revenue & Enterprise Services
PO Box 308
33 West State Street—5th Floor
Trenton, NJ 08646-0308
Statutory Authority: Revised Uniform Limited Liability Act — N.J. Stat. Ann. § 42:2C (2013)
New Jersey LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Public Records Filing for New Business Entity.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and your filing fee to the New Jersey Department of the Treasury.
New Jersey Public Records Filing for New Business Entity
The following information is legally necessary and sufficient to form a limited liability company in New Jersey:
1. Company name
2. Type of business entity
3. Number of authorized shares
5. Registered agent name, street address, and main business address
6. Name and street address of each initial director
7. Name and street address of each incorporator
8. Signature, printed name, and title of each incorporator
New Jersey LLC Fee Schedule
Application for Reservation of Name: $50.00
Public Records Filing for New Business Entity: $125
Certificate of Authority: $125.00
Expedited Service: $50.00—same day (fax filing only), $500.00—2 hours, $1000.00—1 hour
Certified Copy: $25.00
Annual Report: $50.00
Certificate of Cancellation: $100.00
Your company name must end with a limited liability company designator. In New Jersey the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Department of the Treasury website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
New Jersey requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Jersey resident or active New Jersey business entity that has a New Jersey street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Jersey resident and have a New Jersey street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a New Jersey limited liability company. Nevertheless, New Jersey permits you to add other provisions to your Public Records Filing for New Business Entity as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File the NJ-REG “Business Registration Application” within 60 days of forming your LLC.
7. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Public Records Filing for New Business Entity.”
2. Attach a Certificate of Good Standing/Existence, no older than 30 days, from the state of organization.
3. Submit the completed documents, along with a photocopy and your filing fee, to the New Jersey Department of the Treasury.
Dissolving a New Jersey LLC
1. Make sure that your company has filed all of its annual reports and is n good standing with the Division of Revenue.
2. Complete the “Certificate of Cancellation.”
3. Submit the completed document in duplicate, along with the filing fee, to the New Jersey Division of Revenue. Submissions can be made by mail, in person. You may also file for dissolution of your company at the online Business Endings and Cancellation Center.