By Stephen Fishman , J.D. USC Gould School of Law
Updated by Amanda Hayes , Attorney University of North Carolina School of Law
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Many new business owners choose to form their businesses as limited liability companies (LLCs). An LLC is a great business structure for small businesses. It has a flexible management structure, taxing benefits, and liability protection for owners. However, to form an LLC, you must follow rules and procedures, including filing paperwork and paying a fee. Here are the steps you need to take to form an LLC in New Jersey. (For more on how to form an LLC in any state, see our article on how to start an LLC.)
When choosing a name for your business, you must follow New Jersey's LLC naming laws. These laws are similar to those of other states and outline what you can and can't name your LLC.
LLC name must be distinguishable. New Jersey law requires that your LLC name be distinguishable (different) from the names of other businesses that are incorporated, organized, authorized, or reserved with the New Jersey Division of Revenue and Enterprise Services (DORES), part of the Department of Treasury. You can search to see which names have already been registered by using DORES's Business Name Search. (N.J. Stat. § 42: 2C-8 (2024).)
LLC name must include an entity designator. Your LLC's name must include the words "limited liability company" or the abbreviations "LLC" or "L.L.C." In addition, "limited" can be abbreviated to "ltd." and "company" can be abbreviated to "co." (N.J. Stat. § 42: 2C-8 (2024).)
Name reservation. You can reserve a name for 120 days by filing an Application for Reservation of Name (UNRR-1) with DORES. You can reserve your business name online using DORES's Business Charter Amendment Service. As of 2024, the filing fee is $50. (N.J. Stat. § 42: 2C-10 (2024).)
You can also renew your name reservation for an additional 120-day period for a fee of $50 (as of 2024) using Form UNRR-3.
Using an alternate name. You don't have to use your LLC's official legal name when you do business out in the real world. Instead, you can use an alternate name, sometimes called an "assumed name," "fictitious business name," "DBA" (short for doing business as), or "trade name." You can register an alternate name with DORES once your business has been established or you've received authorization to do business in the state.
The registration is valid for five years and can be renewed. You can file for the registration online. You can also complete Form C-150G and submit the form in person, by fax, or by mail. As of 2024, the filing fee is $50 to register or renew an alternate name.
New Jersey requires all new businesses to obtain a federal employer identification number (EIN) before registering with the state. You can apply for an EIN online with the IRS. The process is quick and easy. You'll need to answer several questions about your business. Once you submit your application, the IRS will immediately assign an EIN to your business.
You'll use your EIN to file taxes. But an EIN has other uses. For example, many banks require businesses to have an EIN to open a business bank account. In addition, other companies you work with might ask for your business's EIN to file their own tax documents. An EIN can also help you build your business's credit score and get a business loan.
Every New Jersey LLC must have an agent for service of process in the state—known as a "registered agent." A registered agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it's sued. The agent must be either:
The registered agent must have a physical street address in New Jersey. (N.J. Stat. § 42: 2C-14 (2024).)
To create a New Jersey LLC, you must file a Certificate of Formation with DORES. The filing must include:
You can file the Certificate of Formation online through New Jersey's Online Business Formation service. The online form will ask you for additional information about your business, including:
As of 2024, the filing fee for a certificate of formation is $125.
After filing your Certificate of Formation, you must register for business taxes. All New Jersey and foreign LLCs authorized to do business in New Jersey must register with DORES, regardless of whether they plan on collecting sales tax or having employees.
You can file the form online using DORES's online business registration process. After you submit the form, DORES will issue your business a Business Registration Certificate and a New Jersey tax ID number.
Your LLC will likely need to comply with other tax and regulatory requirements, including applying for business licenses and permits and registering for other business taxes.
Business licenses. Depending on your LLC's business activities and location, your LLC might need to obtain local and state business licenses or permits in New Jersey. You can use the Licensing and Certification Guide and NJ Business Navigator for help figuring out which permits, licenses, and certifications your business needs.
Tax registration and filings. If you have employees or will be selling goods and collecting sales tax, you'll need to register for these taxes with DORES. Use Form NJ-REG to register for these taxes. For additional information on Texas LLC tax registration, check out our article on LLC annual report and tax filing requirements in New Jersey.
New Jersey doesn't require LLCs to have operating agreements. But it's strongly recommended that you create one. An operating agreement is an internal document that details the rules and procedures for how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed.
The agreement can also help preserve your limited liability by showing that your LLC is truly a separate business entity from the owners. Without an operating agreement, state LLC law will govern how your LLC operates.
The operating agreement should include the following:
For help creating an LLC operating agreement, check out Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use our online LLC formation service.
All New Jersey LLCs and foreign LLCs authorized to do business in the state must file an annual report with DORES. The report must be filed each year by the end of the anniversary month of the LLC's formation. (N.J. Stat. § 42: 2C-26 (2024).)
The report must be filed online through DORES's Annual Reports and Change Services portal. As of 2024, the filing fee is $75.
If you're looking for additional resources to help you start your New Jersey LLC, check out New Jersey's business website. This great resource has personalized guides, starter kits, and support services. You can also find additional helpful information on the Doing Business in New Jersey webpage of the Division of Taxation website.
You can also take a look at our article on starting a business in New Jersey. If you'd like personalized legal help, talk to a New Jersey business lawyer. An attorney can help you with your business registrations, tax and regulatory obligations, and operating documents.
Should I form a New Jersey LLC?If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
How much does it cost to form an LLC in New Jersey?Below are the fees you might need to pay to form your LLC in New Jersey:
Filing yourself is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our Online LLC formation service.
Do I need an operating agreement for my New Jersey LLC?New Jersey doesn't require LLCs to have operating agreements, but it's highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.
Can foreign LLCs do business in New Jersey?Yes. To do business in New Jersey, all LLCs organized outside of the state must register with DORES. Out-of-state (foreign) LLCs must appoint a registered agent for service of process physically located in New Jersey. To register an out-of-state LLC, a business must:
If your business's name has already taken by another business in New Jersey, you'll need to adopt an alternate name. You can register an alternate name with DORES. The registration is valid for five years and can be renewed. As of 2024, the filing fee is $50 to register or renew an alternate name.
See our article on qualifying as a foreign business in New Jersey for additional information.
Can I form a single-member LLC in New Jersey?Yes. For most formation purposes, a New Jersey single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in New Jersey are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Can I form a professional LLC in New Jersey?As of 2024, New Jersey doesn't explicitly recognize professional LLCs. Instead, you can form a regular LLC or a professional service corporation (referred to simply as a "professional corporation" in other states).
New Jersey defines a "professional service" as a personal service to the public that requires a person to have a license or other legal authorization to perform the service. In general, if you provide a service that requires you to obtain a New Jersey state license before you can practice that service, then you provide a professional service. Examples of people who provide professional services include architects, attorneys, dentists, certified public accountants, and more.
You should consult with your licensing authority for more information about business formation requirements. Your licensing authority might have specific requirements for your profession such as service and membership restrictions and reporting requirements.
How do I dissolve my LLC when I'm done?If you reach the point where it is time to close your business and cease all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in New Jersey, you must:
You'll also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.