How to File a New Jersey LLC Amendment
When you need to update your New Jersey LLC’s Certificate of Formation, you’ll have to file an amendment with the New Jersey Department of the Treasury’s Division of Revenue and Enterprise Services. There are multiple ways to amend your Certificate of Formation by mail or online, but every method requires a $100 fee. Learn all about the New Jersey LLC amendment process in this free guide.
In this article, we’ll cover:
- Amending New Jersey LLC Certificates of Formation
- New Jersey LLC Certificate of Amendment Form Information
- Filing a New Jersey LLC Certificate of Amendment
Amending a New Jersey LLC Certificate of Formation
The Certificate of Formation created when you form a New Jersey LLC with the Department of the Treasury’s Division of Revenue and Enterprise Services contains important ownership and contact information for your company. This information needs to stay updated so that your company can always be contacted for service of process and other legal notices.
The Department of the Treasury recommends directly filing amendments online, but also accepts mailed, faxed or uploaded copies of a Certificate of Amendment (Form L-102) or the Business Entity Amendment Filing (Form Reg-C-EA) included on page 38 of the New Jersey Business Registration Packet (NJ-Reg), both of which can be used to make amendments to your LLC’s Certificate of Formation.
Because the Business Registration Packet contains several other forms (including some that are optional or unnecessary for LLC businesses) it’s usually easier to file amendments online or with Form L-102.
What can I change with a New Jersey LLC amendment form?
You can make the following alterations to your Certificate of Formation through amendments:
- A new name for the LLC. If filing Form Reg-C-EA, you’ll need to include “LLC” in the name to indicate the type of business.
- Deletions or changes to additional provisions that were previously part of the Certificate of Formation. These additional provisions can include required information such as the LLC’s principal office address, as well as optional information—for example, setting the duration period for the LLC’s existence or including a business purpose.
- New provisions you want to add to the Certificate of Formation.
You can update your registered agent or registered office information—or change agents entirely—with an amendment to the Certificate of Formation. However, only Form Reg-C-EA has a specific spot on the form for that information. Otherwise, registered agent or office changes should be included in changes to existing provisions.
Can I restate my Certificate of Formation instead of amending it?
Yes, New Jersey LLCs have the option of restating the provisions of their Certificate of Formation with Form L112 – Restated and Amended Certificate of Formation, allowing the incorporation of the original certificate, previous amendments, and any new amendments you would like to include into a single document. Filing this form costs $100, just like filing an amendment.
Do I file an amendment if my Certificate of Formation has an error?
No, if an error made it into your LLC’s Certificate of Formation, you shouldn’t file an amendment to your Certificate of Formation. You’ll want to file a Certificate of Correction (Form L-108) instead. This form will allow you to fix any errors or typos that need to be corrected on your Certificate of Formation, and can also be filed for $100.
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New Jersey LLC Certificate of Amendment Form Information
No matter how you choose to amend your LLC’s Certificate of Formation, New Jersey requires you to provide some information about your business when you file an amendment form:
- LLC name: Your LLC’s name as it is currently on file with the Department of the Treasury when you file the amendment form.
- New Jersey Business Identification number: The 10-digit registration number assigned to your LLC that allows you to do business in New Jersey.
- Signatures: You’ll need to include the dated signature of an authorized member or other person who can act on the LLC’s behalf, along with their typed or printed name and title.
Do I need additional information for a Business Entity Amendment Filing form?
If you make your amendment using Form Reg-C-EA (Business Entity Amendment Filing) in the New Jersey Business Registration Packet, you’ll need to include the same information as required on a Certificate of Amendment. In addition, Form Reg-C-EA also requires the following information:
- Statutory Authority: This is the section of the New Jersey Statutes that governs your business. As an LLC, you’ll enter “42:2C” here. If you’re only changing your registered agent or registered office, you can leave this part blank.
- Adoption Date: The date your amendment was approved by the LLC’s members.
File a New Jersey LLC Certificate of Amendment
You may file a Certificate of Formation amendment online through the Division of Revenue and Enterprise Services Business Charter Amendment Service site. You can also file a Certificate of Amendment or Business Entity Amendment form by mail, or by uploading it through the Central Forms Repository & Payment Collection System. Forms can also be delivered for in-person processing.
New Jersey Department of the Treasury
Division of Revenue & Enterprise Services/Corp. Filing Unit
PO Box 308
Trenton, NJ 08646-0308
33 W. State Street, 5th Floor
Trenton, NJ 08608-1214
Do mailed filings need a cover sheet?
Yes, you need to include a cover sheet when you mail an amendment form. The cover sheet must include:
- The name of the person who submitted the amendment
- A payment method: credit card (number, cardholder name, billing address), Division of Revenue depository account number, or check payable to the Treasurer, State of New Jersey
- Description of the filing (“Certificate of Amendment”)
- The entity’s name
- The entity’s business ID
- Return instructions (a return address for mailed documents or arrangements for courier or express delivery)
How much does a New Jersey Certificate of Formation amendment cost?
It costs $100 to make amendments to your New Jersey LLC’s Certificate of Formation. Mailed or in-person filings can be paid with a check or money order payable to “Treasurer, State of NJ,” or by credit or debit card. In-person filings can also be paid with cash. Online fees can be paid with a credit or debit card. You can also choose expedited processing for an additional $25.
How long does it take to process a Certificate of Formation amendment
New Jersey LLC filings can take 10 business days to process at standard speeds. Expedited document processing takes around 8 business hours if you pay a $25 fee.