Form an LLC in New Jersey

What New Jersey asks for in a Certificate of Formation

New Jersey's formation document carries two items and nothing else. N.J.S.A. 42:2C-18(b) requires the certificate to state the name of the limited liability company, complying with section 8, and "the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company." Member names, manager names and a principal office address are not part of it. Subsection c. lets an organizer add other matters, while providing that "a statement in a certificate of formation is not effective as a statement of authority."

Filing by itself does not create the company. Under 42:2C-18(d) an LLC "is formed when the filing office has filed the certificate of formation and the company has at least one member," unless the certificate carries a delayed effective date under section 22. The governing act is the Revised Uniform Limited Liability Company Act, Title 42, chapter 2C.

Filing fee, portal and expedited service

The Certificate of Formation fee is $100.00, set by 42:2C-93(a)(4) as amended by L.2026, c.24; that act took effect July 1, 2026. The amending bill, A-5325, rewrote the subsection to read "a fee in the amount of [$125] $100." The Registry Fee Schedules published by the Division of Revenue and Enterprise Services list "Certificate of formation | $100.00" in the LLC table. Amendments, restatements and certificates of correction each cost $100.00.

The filing office is the Division of Revenue in the Department of the Treasury (42:2C-2). Its Online Business Formation Service takes certificates of formation and authorization directly. A form uploaded instead through the Division's self-prepared forms service cannot be expedited.

Expedited service in the LLC fee table "applies only to over-the-counter transactions," at $25.00 per filing, $500.00 per document for 2 hour service and $1,000.00 per document for 1 hour service, with a separate Same Day service fee of $50.00 for FAX filing only. Section 42:2C-93(b) allows an additional sum of up to $50 for same-day service and up to $25 for 24-hour service.

Getting an EIN and filing Form NJ-REG

New Jersey runs registration as two filings in a set order, with a federal step ahead of both. The Division's Getting Registered page tells LLCs they "must then obtain an employer identification number (EIN) from the IRS" before completing the two filings. The EIN comes from the IRS rather than from New Jersey, and the EIN guide covers the application.

The Certificate of Formation goes first. Second is Form NJ-REG, the Business Registration Application, filed with the Division of Revenue and Enterprise Services. The Division of Taxation states that it must be completed "at least 15 business days before doing business, or opening an additional place of business in New Jersey." After both filings, the company can obtain a Business Registration Certificate, used "for public contracting and applying for State grants and tax credits."

Name rules, reservation and alternate names

A name must contain "limited liability company" or the abbreviation "L.L.C." or "LLC," and 42:2C-8(a) adds that "Limited" may be abbreviated as "Ltd." and "company" as "Co." It must be distinguishable in the filing office's records from the name of each non-individual person incorporated, organized or authorized to transact business in New Jersey, and from each reserved name. The act names no specific forbidden word; 42:2C-8(c) bars any word or phrase "prohibited or restricted by any other statute of this State, unless the limited liability company has complied with the restrictions." The Division operates a Business Name Availability search.

Reservation costs $50.00 and holds the name for 120 days under 42:2C-10(a). New Jersey's own Business Portal discourages the step: "Reserving a name is optional and not recommended." It warns that a reserved name cannot then be used to sign up in the State's online system and that registering under it requires mailing a paper application.

An LLC operating under another name has two routes under 42:2C-9(a): use its actual name in a way that is not deceptive as to its actual identity, or register the alternate name with the filing office first. Registration is $50.00 and runs five years, renewable by a certificate of renewal filed within the 90 days before expiry and no later than the expiry date. Under 42:2C-9(f) the company "shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the applicable certificate," though the contract stays valid and the right to defend is preserved. Subsection e. adds a payment equal to the regular filing fee multiplied by the years of unregistered use, any part of a year counting as a full year.

Registered agent and registered office

42:2C-14(a) requires every LLC to "designate and continuously maintain in this State: (1) an office, which need not be a place of its activity in this State; and (2) an agent for service of process." The agent must be "an individual who is a resident of this State or other person with authority to transact business in this State." The same duty falls on a foreign LLC holding a certificate of authority.

Changing the agent or the office takes a statement of change naming the company, its current and any new registered office addresses, and its current and any new agent information. It costs $25.00, is deemed an amendment of the certificate of formation with no further action required of the company, and takes effect when the filing office files it. An agent serving many companies may move the registered office for all of them at once, with prior notice to each, by filing a single statement naming each company. Placement on the inactive list does not end the agent's authority (42:2C-53(e)). The New Jersey registered agent guide covers the role.

The annual report and the inactive list

Each domestic and foreign LLC files an annual report with the filing office (42:2C-26(a)) stating the name and address of the company, the name and address of its registered agent, and the names and addresses of the managing members or managers. The fee is $75.00. The due date follows the company's own formation month: the State Business Portal states the report "is due every year on the last day of the month, in the month in which you completed your business formation." The Division offers free text or email reminders through the gov2go service.

Neither 42:2C-26 nor 42:2C-93 sets a late fee, and the Registry Fee Schedules LLC table carries no late, penalty or delinquency line. The consequence the statute imposes runs on a two-year cycle instead. If no annual report is filed for two consecutive years, "the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office," and a foreign LLC's certificate may be revoked. A company on that list "shall remain a limited liability company and the limited liability of its members and managers shall not be affected," but its name becomes available for use by any other limited liability company. It continues in existence while limited to winding up, liquidating its assets and notifying claimants (42:2C-53(d)).

Reinstatement costs a $75.00 reinstatement filing fee, all delinquent annual report fees, the current annual report at $75.00, and $25.00 more where the registered agent or office changes at the same time. Under 42:2C-26(b)(3) the reinstatement relates back and validates actions taken in the interim. A reinstatement filed two or more years after inactivation also requires tax clearance (42:2C-54(d)), a rule the Division dates to July 9, 2020.

State taxes that reach a New Jersey LLC

For all purposes of taxation under New Jersey law, 42:2C-92 classifies an LLC with two or more members as a partnership unless classified otherwise for federal income tax purposes, and treats a one-member company as disregarded as an entity separate from its owner unless classified otherwise federally.

An LLC treated as a partnership files Form NJ-1065 if it has income from New Jersey sources or a New Jersey resident partner. Technical Bulletin TB-55(R) adds a per-owner filing fee: a partnership with more than two owners and New Jersey source income or loss pays $150 for each individual, trust, estate or entity that owns a partnership interest, up to a maximum of $250,000. It must also pay one-half of that year's fee on the same date as a prepayment of the next year's fee. The return and the fee are due the 15th day of the fourth month after the tax year ends, and the bulletin states "there is no extension of time for payment of the filing fee."

An LLC classified federally as a partnership or S corporation, with at least one member who is an individual, estate or trust subject to Gross Income Tax, may elect the Pass-Through Business Alternative Income Tax. The Division of Taxation lists single-member LLCs and sole proprietorships as "Not Eligible." Rates are 5.675% on the first $250,000, 6.52% to $1,000,000 and 10.9% above it, and members claim a refundable credit for their share. The election is annual and does not carry forward.

Sales Tax runs at 6.625% on most tangible personal property, specified digital products and certain services unless specifically exempt. The New Jersey LLC tax guide goes further.

State licensing

New Jersey publishes license requirements through the State Business Portal's Licensing and Certification Guide, which lists business licenses, permits and certifications by industry and business type, along with contacts for the relevant State authorities.

Operating agreements under chapter 2C

Under 42:2C-2 the operating agreement is "the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member." It is not filed with the State, and 42:2C-93 prescribes no fee for filing one. Subsection c. of 42:2C-11 lists eleven limits, among them that the agreement may not eliminate the duty of loyalty, the duty of care or the contractual obligation of good faith and fair dealing. Separately, 42:2C-30(b) provides that failing to observe particular company formalities "is not a ground for imposing liability on the members or managers." The operating agreement guide covers drafting.

Closing a New Jersey LLC

Winding up takes two filings: a certificate of dissolution, and a statement of termination once winding up is done (42:2C-49(b)(2)). Dissolution also follows from "the passage of 90 consecutive days during which the company has no members" (42:2C-48(a)(3)). The Division's Business Endings table answers "No" to whether a tax clearance certificate is required for the LLC dissolve or terminate method. A certificate of cancellation costs $100.00 for a domestic LLC and $125.00 for a foreign LLC, and a foreign LLC's certificate of authority costs $100.00 before it does business in the State. See the dissolution guide and the foreign LLC guide.

Frequently asked questions

How much does it cost to form an LLC in New Jersey?

The Certificate of Formation fee is $100.00. N.J.S.A. 42:2C-93(a)(4) sets that amount as amended by L.2026, c.24, an act that took effect July 1, 2026, and the Registry Fee Schedules list the same figure in the LLC table.

What has to be in a New Jersey Certificate of Formation?

Two items. N.J.S.A. 42:2C-18(b) requires the name of the limited liability company and the street and mailing addresses of the initial registered office with the name of the initial agent at that office for service of process.

When is the New Jersey LLC annual report due?

The State Business Portal states that the report is due every year on the last day of the month in which the business formation was completed. The fee is $75.00 under N.J.S.A. 42:2C-93(a)(6).

Is there a late fee for a late New Jersey annual report?

N.J.S.A. 42:2C-26 and 42:2C-93 set no late fee, and the Registry Fee Schedules LLC table carries no late or penalty line. Missing two consecutive annual reports instead moves a domestic LLC certificate to an inactive list.

Can a New Jersey LLC filing be expedited?

The Registry Fee Schedules state that the LLC expedited service fee applies only to over-the-counter transactions, at $25.00 per filing, with $50.00 same day service for FAX filing only. A form uploaded through the self-prepared forms service cannot be expedited.

Can a single-member New Jersey LLC elect the PTE/BAIT?

No. The Division of Taxation lists single-member LLCs and sole proprietorships under Not Eligible for the Pass-Through Business Alternative Income Tax.