How to Form an LLC in New Jersey | Harbor Compliance (2024)

This guide to starting an LLC in New Jersey provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.

Overview

LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.

Fast Facts: Your Budget and Timeline

Here is an overview of the total paperwork, cost, and time it takes to form an LLC in New Jersey. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant New Jersey LLC.

Step-by-Step New Jersey LLC Instructions

1. Check Name Availability

   The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

   Name Search:	New Jersey Department of the Treasury Name search
   Name Reservation:	Optional
   Suffix:	The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". New Jersey Statutes 42:2C-8

2. Appoint a Registered Agent

   Before you officially file to create your New Jersey LLC, you will need to decide who your New Jersey registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file New Jersey articles of organization with the New Jersey Department of the Treasury.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in Marlton
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

   

3. File New Jersey Certificate of Formation

   File the articles of organization to create your limited liability company.

   Agency:	New Jersey Department of the Treasury
   Form:	Public Records Filing for New Business Entity
   Filing Method:	Mail, in-person, fax, oronline
   Agency Fee:	$125 + optional $25-$1,000 expedite fee + optional $.10/page for a return fax
   Turnaround:	~4 weeks. ~8.5 hours for $25 expedited fee. Same-day for $50 expedite fee. ~2 hours for $500 expedite fee. ~1 hour for $1,000 expedite fee.
   Law:	New Jersey Statutes - 42:2C-1: Revised Uniform Limited Liability Company Act
   Notes:	Include cover letter or self-addressed stamped envelope for return The business registration process is the formation process for any business in New Jersey. Once the formation process is complete, businesses that are eligible to receive a Business Registration Certificate can download a copy within two days of approval or one will be mailed to the address on file within 10 business days. A Business Registration Certificate is used for public contracting and applying for grants/tax credits. Not all businesses are issued a Business Registration Certificate after they complete the formation process. This does not mean that they are not qualified to do business in New Jersey.

4. Establish Company Records

   Your LLC must keep correct and complete books and records. Your filed articles of organization are the first documents for your LLC’s records. Your LLC will generate many other official records such as:

   • Meeting minutes
   • Operating agreement
   • EIN verification letter
   • Amendments and other filings made to the LLC throughout its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for LLCs to store records, track members and managers, and customize meeting notifications.

5. Create the Operating Agreement

   Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.

6. Hold the Organizational Meeting

   The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.

7. Get a Federal Employer Identification Number (EIN)

   If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Instructions:	Applying for an EIN without a SSN/TIN: Online applications are not accepted if an individual does not have a SSN/TIN. Form SS-4 must be completed, signed, and faxed to the IRS, leaving the SSN/TIN field blank or adding the terminology "foreign" to that line item. To follow up on the application, call the IRS and ensure they received the application. Depending on the agent you speak with, you may be able to obtain the EIN over the phone. The IRS may then fax the EIN documentation back to you.
   Filing Method:	Mail, phone, fax, oronline.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

8. Get New Jersey State Tax Identification Numbers/Accounts

   This filing registers your LLC for applicable taxes.

   Submit to:

   State of New Jersey - Department of the Treasury
   http://www.state.nj.us/treasury/index.shtml

   Form:

   Form NJ-REJ: Business Registration Form

   Guidance:

   Registration Forms and Information

   Fee:

   $0

   Filing Method:

   Mail or online

   Notes:

   • Submit within 60 days of filing business entity.
   • If the LLC will collect sales tax, submit NJ-REG at least 15 days prior to the date of your first sale. You will receive a Certificate of Authority for sales tax and 12-digit identification number.

9. Report Beneficial Ownership Information to FinCEN

   As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). LLCs formed before that date must submit BOI before January 1, 2025, while those formed after must submit it within 30 days of formation.

   Our BOI reporting service completes the initial filing and provides support for updating your information going forward. We will:

   1. Submit your beneficial ownership filings to FinCEN
   2. Handle initial filing, updates, and changes as needed
   3. Ensure compliance with BOI reporting requirements for $149 per year

   
   

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10. Consider Electing S-Corp or C-Corp Taxation

    By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:

    • S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.

11. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

    
    

    New Jersey Business License

    Not required

    General Business License licensure is not required on the State level in New Jersey.

    New Jersey does not have a general business license at the state level, but local licenses are often required.

12. Ongoing Filings to Maintain Your LLC

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for LLCs formed in New Jersey, view the table below.

    
    

    New Jersey Corporation Annual Report Requirements:

    Agency:	New Jersey Department of the Treasury
    Filing Method:	Online
    Agency Fee:	$75 + $3 credit card fee
    Due:	Annually by the end of the month prior to the registration anniversary month. If you incorporated or foreign-qualified on April 15, then your annual report is due every year by March 31. Reports may be filed up to 30 days before or up to 30 days after the due date without penalty.
    Law:	NJ Stat. § 14A:4-5
    Original Ink:	Not required
    Notarization Required?:	Not required
    Penalties:	No late fee. Your business can be dissolved or revoked if you fail to file 2 annual reports in a row.
    Notes:	Either the registered agent or a corporate officer may file. Changing the registered agent or registered office is an additional $25 fee.

    
    

    For more details, see our New Jersey annual report information center page.

    As your LLC grows, you will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your New Jersey LLC, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your LLC’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

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