What form do I file to amend a New Jersey LLCs certificate of formation?
Amending a New Jersey LLCs certificate of formation can get a bit complicated because there are a few different forms that you can file to make changes.
You may amend your certificate of formation by filing form L-102, Certificate of Amendment. This amendment form is available on the division of revenue website (see link below) or in your online account when you sign up for registered agent service with Northwest.
An alternative to filing the Certificate of Amendment is to file one of the forms included in the New Jersey Business Registration Packet, which is also available on the Division of Revenue website (see link below). The Business Entity Amendment Filing form (page 39 of the packet) can be used to change articles such as the business name or registered agent of the New Jersey LLC.
You are not required to use the New Jersey Division of Revenue forms to amend your certificate of formation. You may draft your own documents. However, the division recommends using their forms because if the filing does not include all the required information, it will be rejected.
How to file a New Jersey LLC Amendment:
You can submit an amendment by mail, fax, or personal delivery. If you mail or personally deliver the amendment, you need to submit the original and duplicate. The New Jersey Division of Revenue requires all filings to be typed.
MAIL OR IN PERSON
You can submit the amendment to the Division of Revenue by regular mail, USPS overnight, express mail, courier, or in person.
You need to include a cover letter with:
1. The name of firm or individual submitting the amendment;
2. Payment method:
3. Description of the filing (“Certificate of Amendment”);
- Credit card, number, cardholder name, billing address,
- Division of Revenue depository account number, or
4. If filing in person, choose expedited or same day processing;
5. The entity’s name;
6. The entity’s business ID; and
7. Return instructions:
8. Include a check payable to the Treasurer, State of New Jersey. The Division of Revenue does not accept cash.
- Include a return address for mailed documents, or
- If you delivered documents by express or courier and you want them returned that way, include completed air bill
Once you complete the certificate of amendment, prepare a fax coversheet and fax your form to the division. Your fax coversheet must be entitled DIVISION OF REVENUE FACSIMILE FILING SERVICE REQUEST.
The fax coversheet needs to include:
1. The name of the firm or individual filing the form;
2. Date of submission;
3. Method of payment:
4. Description of the service requested (certificate of amendment);
- Visa, MasterCard, or Discover Card number, name, address, and expiration; or
- Division of Revenue depository account number;
5. Choice of expedited or same day service;
6. Business name;
7. Total number of pages (including coversheet); and
8. Fax number to fax filed documents back to
9. Fax the form and the coversheet to the New Jersey Division of Revenue at 609-984-6851.
If your document is accepted, it will be stamped “filed” and faxed back with a receipt. If it is rejected, the unfiled document is returned with a rejection notice and the fee is refunded.
Can you re-state the initial certificate instead of filing an amendment?
Yes. You may file form L-111, Restated Certificate of Formation or form L-112, Restated and Amendment Certificate of Formation.
The fee to file either the restated certificate or the restated and amended certificate is $100.
Are there any specifics you can or can’t include with a New Jersey LLC amendment?
You can amend each article in the certificate of formation. This includes name changes and changes of registered agent.
How much does a New Jersey Limited Liability Company amendment cost?
There is a $100 filing fee to amend a New Jersey LLCs certificate of formation.
If you file over-the-counter, there is an additional $25 fee for 8.5 business hour expedited processing.
If you fax the certificate of amendment form, you’ll pay the filing fee, an expedite fee, and a $1 per page fax back fee for returning filed documents. The additional expedite fee for 8.5 business hour processing is $25. The expedite fee for same day processing of faxed documents is $50.
How long does it take the state to process a New Jersey Limited Liability Company amendment?
Mailed in documents take the longest to process and return. Allow 3-10 business days for Division of Revenue processing, plus 3-6 days mail time each way. Including a self addressed stamped envelope can keep processing time to a minimum.
Over the counter expedited processing takes 8.5 business hours.
Faxed filings are processed in 8.5 hours or the same day (if submitted by 12:30 on business days).
How will your LLC amendment be returned?
If you mailed the amendment, processed work will be mailed to the return address in the cover letter on a stamped return envelope.
If you choose to expedite processing, you can include instructions as to how you would like the filing returned to you. You may choose to have expedited documents picked up by a courier or express mail service if you include a package and air bill.
What state agency do you file an LLC amendment with?
Submit your certificate of amendment to the New Jersey Division of Revenue.
Mail or USPS overnight:
New Jersey Division of Revenue
PO Box 308
Trenton, NJ 08625-0308
Over the counter, express mail, or courier:
33 West State Street, 5th Floor
Trenton, NJ 08608-1214
Fax filings: (609) 984-6851
Can you change the New Jersey LLC members or managers on an amendment?
You do have to list the names and addresses of any managing members or managers in the initial certificate. Then you can change member/manager information by amending that article.
You can also change the information of managing members/managers when you file the LLCs annual report.
Can you change the New Jersey registered agent on the amendment?
Yes. You can change the LLCs New Jersey registered agent when you file an amendment.
You can also change the New Jersey registered agent on the annual report.
Can you change the principal office address and/or the mailing address on an LLC amendment?
Yes. You can change the principal address by filing an amendment.
You can also change the LLCs principal address when you file the annual report.
New Jersey Division of Revenue forms:
New Jersey Business Registration Package: