Form an LLC in New Jersey.

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Your LLC’s Name

Your new LLC’s name must be distinguishable from the name of any other New Jersey business entity reserved or registered to do business in New Jersey.

Your LLC’s name must contain, as the last words, the phrase “Limited Liability Company” or the abbreviation “L.L.C.” The LLC’s name may also contain the name of a member or manager, but is doesn’t have to. It may, however, not contain any word or phrase that is prohibited or restricted by any state law, or an abbreviation or derivative of such a word or phrase.

One difference from other states in New Jersey law allows a New Jersey LLC to apply to the state for permission to use a name that is not readily distinguishable from another business entity, if it has written consent from the other party to use the similar name.

Articles of Organization

Forming your New Jersey LLC requires filing the LLC’s certificate of formation (the equivalent of articles of organization in other states)-but unlike other states, this gets filed with the New Jersey Division of Revenue under the Department of the Treasury (usually it’s the state secretary of state). There is a $125 filing fee.

The certificate of formation must be signed by at least two organizers and must include the LLC’s name, business purpose, registered office address, and the name of the LLC’s registered agent there. The certificate must state whether the LLC will be “perpetual” or if a specific time period has been set for the “life” of the LLC. It may also list other provisions that the members want to specify.

Your LLC is considered officially “organized” once the original signed certificate of formation is delivered to the New Jersey Division of Revenue (with the filing fee, of course) by the LLC’s agent or attorney-in-fact. A certificate of formation will be issued and delivered along with a conformed copy to the LLC’s representative. The original certificate will in turn be filed with the Division of Revenue.

Registered Agent and Office

New Jersey LLC’s must have a registered in-state agent designated to receive official state administrative and legal correspondence. The registered agent may be an individual resident of New Jersey whose business office is the same as the LLC’s registered office; it may also be a domestic corporation, an out-of-state corporation authorized to do business in New Jersey with the same business office as the registered office, or the LLC itself.

The registered office may be but does not need to be the New Jersey LLC’s place of business.

Operating Agreement

Next to its certificate of formation, the most important document for an LLC is its operating agreement, which can be amended or repealed as allowed by the certificate of formation or by state statute. Just like a corporation’s bylaws, this isn’t absolutely required as such by the state, but it’s a key internal document that lays out how the LLC will operate. It should list the members, how much each member has invested, how any profits will be divided, and how much weight each member has when matters come to a vote.

It may also specify meeting requirements (notice, quorum, voting rules, etc.) and so on, but it doesn’t have to. Normally, however, the operating agreement does include requirements from state law. It can also include limits or constraints on the power of the members to adopt, amend, or repeal the agreement. If there is more than one member, the operating agreement has to initially be approved by all the members in writing.

Membership in the LLC

An LLC must have one or more members. The member may acquire an interest in the LLC at its formation, in a way specified in the operating agreement, or when the person’s admission is documented in the LLC’s records. To become a member, an individual normally must make some kind of contribution by paying cash, transferring property to the LLC, or assuming an obligation to do so. However, a person may be admitted as an LLC member without acquiring a membership interest if there is such a provision in the certificate of formation or the operating agreement, or if all members agree and the new member’s admission is entered in the LLC’s records.

A member can only withdraw from the LLC in a manner specified in the certificate of formation or operating agreement. The applicable document also usually specifies a minimum period of time a member can be a member before being allowed to resign. If the minimum period of time is not specified, the member must provide at least six months’ written notice before he or she can resign.

Ongoing Requirements

LLCs must file an annual report to the New Jersey Secretary of State listing:

  • The LLC’s name and address
  • The name and address of the LLC’s registered agent
  • The name(s) of the LLC’s managing member or members

Additionally, LLCs in New Jersey must maintain the following types of records open to inspection at their office:

  • A copy of the LLC’s federal, state and local income tax returns for each year
  • A current list of the name and address of each member and manager
  • A copy of the written operating agreement, certificate of formation with amendments, and executed copies of any written powers of attorney
  • Complete information about the state of the LLC’s financial condition
  • The amount of cash and a description of the agreed-upon value of any other property or services contributed by each member
  • Cash, property, or services that each member has agreed to contribute in the future
  • The date on which each became a member

In addition, it’s a good idea for your LLC to keep minutes of the proceedings and committees of the owners or members.


An LLC is dissolved when any of the following occurs:

  • After 30 years from the date of formation, if no time for dissolution is specified in the operating agreement
  • At a time specified in the operating agreement
  • Upon the occurrence of an event that requires dissolution as specified in the operating agreement
  • Upon the written consent of all members, including the written consent of the sole member of a LLC with only one member
  • When there is no longer at least one member, unless at least one new member is admitted within 90 days
  • When decreed by a court order


An LLC offers some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” when it comes to taxes, so that the LLC owners report business losses or profits on their personal tax returns, in the same manner as a partnership.

The tax rate for New Jersey LLCs varies, based on New Jersey taxable net income.

Learn more about forming an LLC in New Jersey

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+ $130 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a New Jersey LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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