Register a New Jersey Foreign LLC
A New Jersey Foreign LLC is a limited liability company that has registered to do business in New Jersey but was originally formed in another state. A foreign LLC in New Jersey must file an Application for Certificate of Authority with the Department of Treasury, Division of Commercial Recording and pay the $125 application fee. A foreign LLC is required to register in New Jersey if it has a New Jersey office, pays employees or independent contractors that service New Jersey clients, owns or leases property such as a warehouse or storefront, or engages in licensing agreements with businesses in New Jersey.
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How to Register a Foreign LLC in New Jersey
To register a foreign LLC in New Jersey, you must file an Application for Certificate of Authority with the Department of Treasury, Division of Commercial Recording. Here’s what you need to do:
1. Obtain a Certificate of Good Standing
Before you can complete your business registration as an out-of-state LLC in New Jersey, you need to order a Certificate of Good Standing (or your state’s equivalent) from your formation state. Your Certificate of Good Standing shows that your LLC is up-to-date on payment and taxes in its home state.
How do I get a Certificate of Good Standing for my LLC?
In most states you can visit the Secretary of State website, pay a small fee, and receive your certificate immediately.
2. Appoint a New Jersey Registered Agent
Whether you appoint someone you know personally or hire a professional service, appointing a New Jersey Registered Agent is a legal necessity. Your registered agent must have a physical address in New Jersey and be readily available to deliver legal notifications to you. There could be legal consequences if you don’t respond to legal notices in a timely manner.
Can I act as my own registered agent for my New Jersey foreign LLC?
You can, but only if you live in New Jersey. You can also appoint a friend, family member, or employee who is a New Jersey resident. Short of those options, you’ll need to hire a registered agent service.
Why should I use a registered agent service?
One of the main benefits of hiring a professional registered agent is that they can protect your privacy by listing their address on your business paperwork whenever possible. This helps to keep your personal information off New Jersey’s public record and makes it harder for scammers and spammers to bother you.
3. Search for an Available Business Name
One thing to keep in mind is that your current business name might not be available in New Jersey. Since your business name must be distinguishable from all other NJ business names, you’ll want to do a business name search prior to filing your Application for Certificate of Authority. At this point, if your name is available, you might consider reserving your business name so that it will still be available when you are ready to file. However, New Jersey charges a $50 fee to reserve your business name.
If your business name is already being used, you must use a DBA—or a Doing Business As—name for your New Jersey business purposes. To obtain a DBA, you’ll need to file a Registration of Alternate Name (Form C-150G) with the New Jersey Department of the Treasury. The filing fee for this form is $50, which is separate from your foreign qualification filing fee. Also note that if you are using a DBA, you cannot file your Application for Certificate of Authority online—you’ll have to file with a paper form.
4. Complete the Application for Registration
Now that you have your Certificate of Good Standing, business name, and you’ve appointed your registered agent, you’re ready to start your foreign qualification application. Once you’re approved, you’ll have your Certificate of Authority and will be allowed to lawfully conduct business in New Jersey!
According to NJ Rev Stat § 42:2c-58, your Application for Certificate of Authority must include:
- the name of your company (or its DBA)
- the state the business was originally formed
- the mailing address of your company’s principal officers
- the registered agent’s name and address
Foreign LLC qualification requires a $125 filing fee, due at the time of your application submission. If applying in person or via mail/fax, you will need to submit a cover letter. Additionally, a self-addressed return envelope will speed along the process!
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How much does it cost to file the Application for Certificate of Authority in New Jersey?
It costs $125 to file your foreign registration in New Jersey. If you are applying for a DBA name, add $50 to your total cost. For expedited processing, you’ll need to pay an additional $50 (same day) or $25 (24 hours).
How do I file my Application for Certificate of Authority in New Jersey?
New Jersey recommends using their online portal to submit your foreign LLC registration application. However, you may also file by mail, fax, or in person. In the paper form packet, the business entity registration forms are on pages 23 and 24. (Pages 17-19 are useful forms for registering your business for taxes and related liabilities.)
New Jersey Department of Treasury
Division of Revenue & Enterprise Services/Corp. Filing Unit
P.O. Box 308
Trenton, NJ 08646-0308
33 West State Street 5th Floor
Trenton, NJ 08608-1214
Do foreign LLCs need to file New Jersey Articles of Organization?
No. New Jersey Articles of Organization are only required if you’re forming a new LLC in New Jersey. Since you’re applying for foreign qualification, you won’t need to file this document.
5. File the Tax/Employer Registration Form
Filing Tax/Employer Registration Form (Form NJ-Reg) is required to complete your business registration in New Jersey. Also called the Business Registration Application, form NJ-Reg (pages 17-19) must be filled out and submitted through the State of New Jersey’s Division of Revenue and Enterprise Services online portal or throught the mail. There is no filing fee for this form.
6. Find Foreign Registration Documents Online
If you file online, your Certificate of Authority, once approved, will be available for download. Your documents will also be mailed to you.
How long will it take New Jersey to process the Application for Certificate of Authority?
Online and in-person filings are processed in about a day. Faxed and mailed filings can a month or more. Moral of the story: file online.
NJ Foreign LLC Registration FAQ
How do I amend a foreign LLC in New Jersey?
To amend your foreign LLC, you file a Certificate of Amendment with the New Jersey Department of Treasury. The filing fee is $75, and the amendment requires both a Certificate of Good Standing from your home state and a signature from someone authorized by your LLC.
What does it mean to do business in New Jersey?
As listed on the official New Jersey Business site, you are conducting business in New Jersey if you have:
- a local New Jersey office
- employees or independent contractors that service New Jersey clients
- property, such as a warehouse
- company-operated delivery/pick-up vehicles
- licensing agreements with New Jersey businesses
As stated in N.J. Admin. Code § 42:2C-59 you are not conducting business in New Jersey if you:
- maintain, defend, or participate in a lawsuit
- hold meetings of your members or managers
- maintain bank accounts
- borrow money
- create or collect debts
- conduct an isolated transaction
However, these lists are not comprehensive. If you’re not sure if your business activity is legally considered to be doing business, talk to a business attorney to find out whether you need to register with the state.
Does a foreign LLC have to file an annual report in New Jersey?
Yes! All LLCs in New Jersey must file the New Jersey Annual Report—including foreign LLCs. The annual report will be due each year on or before the date you registered to do business in the state. So, if you registered on April 25, 2022, your annual report would be due by April 25th each year thereafter. The annual report fee is $75.
How can I withdraw my New Jersey foreign LLC?
How are foreign LLCs taxed in New Jersey?
A foreign LLC in New Jersey is treated as a pass-through entity by default. This means that the LLC doesn’t directly pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS. LLCs can also elect to be taxed as an S-Corp or C-Corp.