Our picks for LLC formation services

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FAQs

What is the difference between a member-managed and a manager-managed LLC in New Jersey?

In a member-managed LLC, all members (owners) actively participate in the day-to-day operations and decision-making processes of the business. A manager-managed LLC appoints one or more managers (who can be members or outsiders) to handle these tasks, allowing other members to take a more passive role.

How do I obtain a Sales Tax Certificate of Authority in New Jersey?

To collect sales tax on taxable goods and services under state law, an LLC must obtain a Sales Tax Certificate of Authority from the New Jersey Division of Revenue and Enterprise Services. This is done by registering online through the NJ Business Registration Portal or by filing a paper application at no cost.

Can a non-U.S. resident form an LLC in New Jersey?

Yes, non-U.S. residents can form an LLC in New Jersey. There are no citizenship or residency requirements for owners of an LLC in the state. However, non-residents must still comply with all requirements, including appointing a registered agent with a physical New Jersey address and meeting tax obligations.

How long does it take to form an LLC in New Jersey?

The standard processing time for a Certificate of Formation is 4 to 6 weeks. For additional fees, this can be expedited to as little as 1 to 2 business days.

Can my New Jersey LLC do business in other states?

Yes, a New Jersey LLC can operate outside of its home state, but it must register as a foreign LLC in those states before doing business. This usually involves filing a certificate of authority or similar document with the state’s Secretary of State and paying the applicable fees.

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When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming as an LLC is often the best option for a number of reasons.

An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Moreover, LLCs often enjoy a lower tax rate than corporations. Nevertheless, creating an LLC can get complicated depending on where you are based, with the formation process, filing fees, and continuing legal obligations differing from state to state.

Forming an LLC in New Jersey follows a similar process to those of other states, however, some of the terminology used is different. For example, the state refers to an LLC’s organizational filing as a “Public Records Filing for New Business Entity” rather than the more common “Articles of Organization” or “Certificate of Formation.”

1. Select a name for your New Jersey LLC

Follow naming requirements

There are two major guidelines to follow when naming your LLC in the state of New Jersey:

  1. An LLC’s name must be distinguishable from the names of existing businesses on file with the New Jersey Division of Revenue & Enterprise Services.
  2. An LLC’s name must contain “Limited Liability Company” or “L.L.C.” at the end.

Need help coming up with a business name? Check out our free business name generator.

Check your LLC name’s availability in New Jersey

After deciding on a name that satisfies New Jersey naming requirements, confirm that it’s available in the state with the New Jersey Business Search.

Reserve your LLC name with the New Jersey Division of Revenue & Enterprise Services

Reserving your LLC name is a good idea because it prevents another New Jersey business entity from using it before you legally organize in the state.

File an Application for Reservation of Name with the New Jersey Division of Revenue & Enterprise Services online in order to reserve the LLC name for up to 120 days. The filing fee is $50.

2. Designate a registered agent

As in every U.S. state, forming an LLC in New Jersey requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.

The registered agent must either be a state resident or business entity with a street address in New Jersey OR if the individual or business is based out-of-state, they must have a business office in New Jersey.

You’ll list the registered agent on your LLC formation documents, and once filed with the state, the person’s name and address are a matter of public record.

Our picks of the best registered agent services

  • Northwest Registered Agent: Starting a business requires a lot of state-mandated paperwork, which can be confusing for new business owners. Northwest offers business services that can help entrepreneurs find the right documentation, fill it out, and file it on time with the right government agency. In addition to helping you set up an LLC, Northwest has a host of additional services, like registered agent services, that new owners will find useful too.
  • ZenBusiness: There’s no need to stress about filing paperwork when you work with ZenBusiness. This company offers a great variety of LLC services, the focus of which is to ensure your business is set up correctly with the proper paperwork filled out and delivered to the right branch of your state government. Of course, ZenBusiness does charge for their services, but customers say they get the most bang for their buck.
  • Harbor Compliance is a great fit for organizations that register in multiple states and for those who don’t want to pay excessive service fees. With their network and electronic document delivery, they help ensure your business never misses a legal notification.

FAQs

What is the difference between a member-managed and a manager-managed LLC in New Jersey?

In a member-managed LLC, all members (owners) actively participate in the day-to-day operations and decision-making processes of the business. A manager-managed LLC appoints one or more managers (who can be members or outsiders) to handle these tasks, allowing other members to take a more passive role.

How do I obtain a Sales Tax Certificate of Authority in New Jersey?

To collect sales tax on taxable goods and services under state law, an LLC must obtain a Sales Tax Certificate of Authority from the New Jersey Division of Revenue and Enterprise Services. This is done by registering online through the NJ Business Registration Portal or by filing a paper application at no cost.

Can a non-U.S. resident form an LLC in New Jersey?

Yes, non-U.S. residents can form an LLC in New Jersey. There are no citizenship or residency requirements for owners of an LLC in the state. However, non-residents must still comply with all requirements, including appointing a registered agent with a physical New Jersey address and meeting tax obligations.

How long does it take to form an LLC in New Jersey?

The standard processing time for a Certificate of Formation is 4 to 6 weeks. For additional fees, this can be expedited to as little as 1 to 2 business days.

Can my New Jersey LLC do business in other states?

Yes, a New Jersey LLC can operate outside of its home state, but it must register as a foreign LLC in those states before doing business. This usually involves filing a certificate of authority or similar document with the state’s Secretary of State and paying the applicable fees.

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3. File Public Records

An LLC is created in New Jersey through the filing of a Public Records Filing for New Business Entity with the New Jersey Division of Revenue & Enterprise Services.

The public records filing must include the following information:

  • LLC name
  • LLC’s general business purpose
  • LLC’s dissolution date (if not perpetual)
  • Registered agent name and address
  • Signature of an authorized LLC representative

You can make the filing online or complete a printed form (pages 23-24) and mail it to the Division of Revenue. The filing fee is $125 (plus a $3.50 credit card fee). Payment can be made by credit card or e-check.

4. Create an operating agreement

Although not a legally mandated step for forming an LLC in New Jersey, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.

The operating agreement should do the following:

  1. Describe the LLC’s business structure
  2. Establish the individual responsibilities and obligations of LLC members
  3. Detail how the LLC will be run

Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.

5. Obtain an IRS Employer Identification Number (EIN)

All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs). The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.

You can apply for an EIN online on the IRS website without paying a filing fee.

6. Fulfill your legal obligations

Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.

File annual reports

All LLCs active in New Jersey (including foreign LLCs) must file an annual report with the New Jersey Division of Revenue & Enterprise Services every year. The report is due each year during an LLC’s anniversary month (the month containing the date when an LLC was organized or became authorized to do business in the state).

An LLC must file its annual report online with the New Jersey Division of Revenue. The filing fee is $75.

Obtain business licenses and permits

Unlike some states, New Jersey does not require every LLC to have a general business license.

  • Sales Tax Certificate of Authority: However, likely, your LLC will still require some forms of licensing. The most common is the Sales Tax Certificate of Authority, which operates like a seller’s permit and allows you to collect and pay sales tax. You can get this certificate online at no cost.
  • Occupational license: For some industries, professional licensing is required before you can operate a business. Common examples include those in the medical and legal field, accountants, hairdressers, and barbers. Use the Business.NJ.Gov Startup Guide to find out which occupational licenses and permits your LLC needs to operate in the state.
  • Local licenses: In addition to these state-level licenses, each municipality in New Jersey can also set their own requirements. Cities and counties may require a general business license, permits for certain industries, or even things like zoning clearances before you can begin operating.

For information on how to fulfill local business licensing requirements, contact a city clerk or local government representative in the municipality where your LLC’s principal office is located.

Understand state taxes

Most people who choose an LLC for their business structure hope to use it as a pass-through entity for tax purposes.

This means that the business itself pays no income taxes to the state and is not subject to the 6.625% Corporation Business Tax. Instead, the owners claim all profit and loss on their personal income tax returns. In New Jersey, this is the primary way that LLCs elect to be taxed.

Additional taxes: Regardless of tax classification, an LLC may need to pay other state and federal taxes. Owners will most likely pay a self-employment tax, and if the business hires employees, it will need to pay all the common payroll taxes that any other business would. Local jurisdictions also have the right to impose additional sales and industry taxes on LLCs.

Register to pay state taxes

All LLCs active in New Jersey must register with the New Jersey Division of Revenue regardless of their business type or whether or not they have employees. Visit this page on filing Form NJ-REG for more information. You can file online with the Division of Revenue to pay mandatory state taxes.

Understand BOI reporting        

BOI, or Beneficial Ownership Information, reporting is not required by New Jersey specifically, but a federal law requires it from LLCs in all states. Under new anti-corruption laws, LLCs must file BOI information with the Financial Crimes Enforcement Network (FinCEN).

The reporting requires you to provide information about all beneficial owners of the LLC, which is anyone with 25% or more ownership or who has significant influence over the business. This needs to be provided upon formation and if there is a change to the information in the future. Deadlines for this filing are based on when a business was formed.

  • If your LLC was formed before January 1, 2024, you have all of 2024 to complete the filing.
  • An LLC formed in 2024 will have 90 days from confirmation of formation to file.
  • In 2025, LLCs have 30 days to file.

Failure to adhere to these guidelines could result in significant penalties, so be sure you file appropriately.

Learn more about BOI Reporting.

LegalZoom can help you file a compliant and stress-free BOI Report for only $149.

FAQs

What is the difference between a member-managed and a manager-managed LLC in New Jersey?

In a member-managed LLC, all members (owners) actively participate in the day-to-day operations and decision-making processes of the business. A manager-managed LLC appoints one or more managers (who can be members or outsiders) to handle these tasks, allowing other members to take a more passive role.

How do I obtain a Sales Tax Certificate of Authority in New Jersey?

To collect sales tax on taxable goods and services under state law, an LLC must obtain a Sales Tax Certificate of Authority from the New Jersey Division of Revenue and Enterprise Services. This is done by registering online through the NJ Business Registration Portal or by filing a paper application at no cost.

Can a non-U.S. resident form an LLC in New Jersey?

Yes, non-U.S. residents can form an LLC in New Jersey. There are no citizenship or residency requirements for owners of an LLC in the state. However, non-residents must still comply with all requirements, including appointing a registered agent with a physical New Jersey address and meeting tax obligations.

How long does it take to form an LLC in New Jersey?

The standard processing time for a Certificate of Formation is 4 to 6 weeks. For additional fees, this can be expedited to as little as 1 to 2 business days.

Can my New Jersey LLC do business in other states?

Yes, a New Jersey LLC can operate outside of its home state, but it must register as a foreign LLC in those states before doing business. This usually involves filing a certificate of authority or similar document with the state’s Secretary of State and paying the applicable fees.

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how to start an llc step by step infographic

Post LLC tasks

Set up business bank accounts

New LLC owners may be tempted to use a personal bank account to manage company transactions. While this is legal, it is not recommended. A business bank account ensures that there is a separation between your business and personal assets, which maintains the liability protection that an LLC is known for, enhancing the liability shield. Not only that, but a business bank account can help your business stay organized and give you credibility with clients and vendors.

Banks to consider for your small business: Any large bank will offer business bank accounts as an option, but be sure to research the right fit for your small business. Look at things like customer service, interest rates, and what additional services they offer. Often, a local New Jersey bank will be a better fit for a new LLC. You can also look into digital banks that focus on entrepreneurs like Found, Relay, and Mercury.

Obtain a Certificate of Good Standing

A Certificate of Good Standing is a document that verifies the legal existence of a business, like an LLC, and that it is in good standing with the state. While there is no requirement for an LLC to have this on its own, it will often be requested by vendors, banks, and other applications, so it is advisable to have one ready.

In New Jersey, this is called a Business Entity Standing Certificate, and it is available in both a short form (for $50) and a long form (for $100). Electronic filings are available the next business day, but you can also expedite the process for $25 more or request the form via mail.

Build a website

Whether you have a brick-and-mortar store or a fully online service offering, a website is crucial for any new LLC. This is where potential clients will find you – having a website can not only give you credibility but may even be the difference between being discovered or not. But it doesn’t need to be complicated.

Start by choosing a domain name that will act as your URL, and go to a service like GoDaddy or Domain.com. There, you can purchase the domain name and manage it going forward, usually for a nominal fee each year.

Here’s a closer look at the steps to follow to get a website up and running:

  1. Search for and purchase a domain name.
  2. Sign up for web hosting.
  3. Pick a web builder like Domain.com or GoDaddy to create a site with no coding experience necessary.
  4. Tailor your site to your customers, adding appropriate pages, content, and images.
  5. If you’re selling goods, add an e-commerce section to your site.
  6. Review, test, and publish your site.

Costs to set up an LLC in New Jersey

Average cost to set up a New Jersey LLC: $200-$400

The exact costs to start your NJ LLC will vary based on both your individual requirements and any additional services you choose.

  • Incorporation fees: For every LLC, there is a $125 filing fee for formation documents, called Certificate of Formation, that has to be paid, though this can be higher if you choose to expedite the process.
  • Annual Report filing fees: Like most states, New Jersey requires LLCs to file an Annual Report. The report is filed online, and gives you a chance to update the information provided on your LLC formation documents. The cost to file this report is $75. You’ll pay this state fee annually, as you submit the report.
  • Registered agent service fees (optional): Many LLCs opt for a registered agent service, which costs between $50 and $200 annually. For this cost, you can ask the registered agent service to manage your legal documents and mail service on your behalf.

Foreign LLC registration

An LLC originally formed outside of New Jersey that intends to do business in the state must first register with the New Jersey Division of Revenue & Enterprise Services.

Follow these steps to do business in New Jersey as a foreign LLC:

  1. Comply with New Jersey LLC naming restrictions and confirm that your LLC name is available in the state using the New Jersey Business Search.
  2. Appoint a New Jersey registered agent.
  3. Complete a Public Records Filing for New Business Entity with the New Jersey Division of Revenue & Enterprise Services online or by postal mail. The filing fee is $125 (plus a $3.50 credit card fee). The filing must include a Certificate of Good Standing from the LLC’s state of origin.

FAQs

What is the difference between a member-managed and a manager-managed LLC in New Jersey?

In a member-managed LLC, all members (owners) actively participate in the day-to-day operations and decision-making processes of the business. A manager-managed LLC appoints one or more managers (who can be members or outsiders) to handle these tasks, allowing other members to take a more passive role.

How do I obtain a Sales Tax Certificate of Authority in New Jersey?

To collect sales tax on taxable goods and services under state law, an LLC must obtain a Sales Tax Certificate of Authority from the New Jersey Division of Revenue and Enterprise Services. This is done by registering online through the NJ Business Registration Portal or by filing a paper application at no cost.

Can a non-U.S. resident form an LLC in New Jersey?

Yes, non-U.S. residents can form an LLC in New Jersey. There are no citizenship or residency requirements for owners of an LLC in the state. However, non-residents must still comply with all requirements, including appointing a registered agent with a physical New Jersey address and meeting tax obligations.

How long does it take to form an LLC in New Jersey?

The standard processing time for a Certificate of Formation is 4 to 6 weeks. For additional fees, this can be expedited to as little as 1 to 2 business days.

Can my New Jersey LLC do business in other states?

Yes, a New Jersey LLC can operate outside of its home state, but it must register as a foreign LLC in those states before doing business. This usually involves filing a certificate of authority or similar document with the state’s Secretary of State and paying the applicable fees.

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