Starting an LLC in New Jersey
An LLC (limited liability company) is a business entity that offers its owners liability protection, adaptable management structure, and—by default—pass-through taxation. To officially form your LLC in New Jersey, you’ll need to choose a business name, appoint a registered agent, and submit the Public Records Filing for New Business Entity to the New Jersey Division of Revenue with a $125 filing fee. The state will take 1-2 days to process your LLC filing after receipt (if you file online). Here, we’ll take you through the steps needed to form an LLC and prepare it to do business.
Ready to Start an LLC in New Jersey?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
First, you’ll need to give your business a name. New Jersey’s rules for naming an LLC are outlined in NJ Rev Stat 42 § 2C-8. Basically, your LLC’s name must:
- include a designator like “limited liability company,” “L.L.C.,” or “LLC.”
- be unique among registered business names in New Jersey.
- not include any words restricted by law in New Jersey.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in New Jersey?
Yes. If you’re not ready to form your LLC yet—or you’d just like to be sure your desired name is available when you register your business—you can reserve your business name by paper filing the Application for Reservation of Name by paper or electronically with the New Jersey Division of Revenue. Doing so costs $50 and will reserve your business name for 120 days.
What’s the difference between my LLC’s name and an alternate name?
Your LLC’s official name is the one stated on your Articles of Organization. An alternate name (sometimes called a DBA) is any other name under which your LLC does business. In New Jersey, LLCs that wish to use alternate names must register with the New Jersey Division of Revenue by filing Form C-150G.
Thinking about using an alternate name? Learn more about How to Get a DBA.
What’s the difference between an alternate name and a trade name?
In New Jersey, an alternate name is a different business name adopted by a registered business—like an LLC or corporation. A trade name is a business name adopted by a sole proprietor or general partnership. Alternate names are registered with the New Jersey Division of Revenue, while trade names are registered at the county level.
2. Designate a Registered Agent
Once you have a business name, you’ll need to appoint a registered agent. A registered agent is someone designated to accept important legal mail (called service of process) on behalf of your business. A registered agent can be you, your friend Joe, or a company like us—as long as they have a physical address in New Jersey and don’t mind listing it on the public record. New Jersey requires all LLCs to appoint a registered agent, and you’ll need your registered agent’s information to complete your Articles of Organization.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in New Jersey are outlined in NJ Rev Stat 42 § 2C-14. Here’s the gist. Your registered agent must:
- have a physical address in the state of New Jersey.
- keep regular business hours.
- accept legal mail and state correspondence on behalf of your LLC and it to you fast.
Can you be your own registered agent in New Jersey?
Yes. If you meet the requirements and don’t mind listing your street address on the public record, you can be your own registered agent. Keep in mind that your presence will be expected during regular business hours at the address listed so that you can accept legal mail in person.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in New Jersey anytime by filing the Certificate of Change – Registered Name or Address form with the New Jersey Division of Revenue. Changing your registered agent in New Jersey costs $25.
3. Submit LLC Articles of Organization
To legally form your LLC, you’ll need to submit a Public Records Filing for New Business Entity to the New Jersey Division of Revenue. Corporations and limited partnerships can use this form too, so if you’re forming an LLC, there are some fields you can skip. You can complete and submit this form online, by mail, or by fax. If you file online, the state will process your application within 1 to 2 days of receiving it. If you file by mail or fax without expediting, you could be waiting for up to 9 weeks. The filing fee is for an LLC is $125.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your LLC:
- Company name. Include an indicator like “LLC.”
- Type of entity. For a domestic LLC, enter “LLC.”
- Business purpose. Keep it brief. For example: “bakery” or “appliance repair.”
- Duration. If you want, add a date for your LLC to automatically dissolve. Most LLCs skip.
- Registered agent. This is someone designated to accept service of process on behalf of your LLC.
- Registered office. This must be a physical address in New Jersey where your registered agent is present during office hours.
- Main business address. This address can be outside of New Jersey.
- Signature. Anyone authorized to do business on behalf of your LLC may sign.
How can I keep my personal information off the public record?
The personal information you list on this form will be posted online—street addresses included. Besides the blow this represents to your personal privacy, there’s also the unpleasant fact that marketers are known to mine these databases for contact information. They’ll target you with ad campaigns and then sell your information. It’s what they do.
The best way to guard your privacy is to hire a registered agent company—like us. We’ll list our information wherever we can on this form so you don’t have to.
What’s the difference between a member-managed and manager-managed LLC?
In terms of management, there are two types of LLCs: member-managed and manager-managed. In a member-managed LLC, the owners (called members) handle the daily tasks required to the run the business—tasks like hiring and firing employees, opening bank accounts, and paying the bills. In a manager-managed LLC, members appoint or hire a manager or managers to run the business.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the New Jersey Articles of Organization?
In person:
33 W. State Street
5th Floor
Trenton, NJ
08608-1001
Mail:
New Jersey Department of the Treasury
Division of Revenue & Enterprise
Services/Corporate Filing Unit PO Box 308
Trenton, NJ
08646-0308
Fax:
(609) 984-6851
4. Write an LLC Operating Agreement
An operating agreement is just what it sounds like—an agreement between your LLC members on how your LLC will operate. It’s a legally binding document that specifies the process for allocating profits and losses, taking votes, transferring membership, and dissolving the business—should the time come.
Check out our attorney-drafted New Jersey LLC Operating Agreement.
Does New Jersey require an LLC to have an operating agreement?
No. There’s no legal requirement for LLCs to have an operating agreement in New Jersey. In fact, per NJ Rev Stat 42 § 2C-2, an operating can be “oral, in a record, implied, or in any combination thereof.” However, an implied operating agreement doesn’t hold up very well in court. So while you could technically hammer out an operating agreement over hoagies and shake on it, we recommend getting your operating agreement down in writing.
What should be included in an operating agreement?
Your operating agreement is the blueprint of your business. It should explain how your LLC will handle key functions of your business, including:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Does a single-member LLC need an operating agreement?
Yes. Though you may not need to come to an agreement with yourself, you will need an operating agreement to open a bank account and help guard your LLC’s limited liability.
5. Get an EIN
An EIN (“employer identification number”) is a nine-digit tax ID assigned to your business by the IRS. You can apply for an EIN directly for free online or by mailing in a paper form.
Do I need an EIN for my New Jersey LLC?
Yes. Legally, you only need an EIN if you have employees or elect to be taxed as a corporation. But your bank will require an EIN to open a business bank account—an essential part of starting a business. Plus, if you have an EIN for your New Jersey LLC, you won’t need to give your own social security number out to vendors or other strangers.
What To Do After Forming Your New Jersey LLC
6. Open a Bank Account
Every LLC—single-member LLCs included—needs its own business bank account. Why? Your LLC’s limited liability is only as strong as the separation between you and your business. If you let personal spending intermingle with business spending, you risk eroding that separation and losing your liability protection.
To open a bank account for your New Jersey LLC, you’ll need to bring the following to the bank:
- New Jersey LLC Articles of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
You’ve got an LLC and a bank account. Time to fund it. Typically, each member makes an initial contribution by depositing money into the LLC’s bank account. This pays for membership interest. Members can also make initial contributions in the form of property or services, but doing so can sometimes trigger a tax event.
What is LLC membership interest?
Membership interest is the percentage of ownership one has an LLC. Usually, membership interest is correlated to the members’ initial investments. For example, if four members each invest $2,000 in the business and the fifth member invests $12,000, the first four members will each own 10% of the business and the fifth will own 60%. Membership interest often determines voting power.
8. File State Reports & Taxes
New Jersey LLCs must file an annual report with the Secretary of State each year. The purpose of filing an annual report is to keep the Division of Revenue updated on your LLC’s contact information. The New Jersey annual report costs $75 to file.
Worried you’ll forget? Let us file your annual report for you.
When is the New Jersey Annual Report due?
In New Jersey, annual reports are due at the end of your LLC’s anniversary month. So if you first formed your LLC on November 3rd, you’ll have until Nov 30th each year to file your annual report.
How are New Jersey LLCs taxed?
By default, LLCs in New Jersey with are taxed as pass-through entities. This means that profits “pass through” the LLC itself to the owners (members), who then report the profits on their personal tax filings. A New Jersey LLC’s profits are subject to the federal self-employment tax rate (15.3%). LLCs can file paperwork with the IRS to be taxed as an S-corp or C-corp.
Learn more about S-Corp Vs LLC tax designation.
