How to File an LLC in New Jersey

Welcome to New Jersey, the Garden State, home to beaches, mountains, small towns, and urban centers. Entrepreneurs are drawn to the state because of its ease of access to both New York City and Philadelphia, plus its very own economic incentives.[1][2]

If you’re looking to start a small business in New Jersey, first, you must determine what type of business to register. Most small business owners elect to form an LLC rather than a corporation (S Corp or C Corp),[3] but if you’re unsure if an LLC suits you, we’ll cover all the basics so you can make the right decision.

After explaining the benefits of LLC formation, we’ll take you through the steps of your filing so you can get your business up and running.

Key Takeaways:

• Compared to the required shareholder meetings and loads of formal reporting a corporation is subject to, an LLC requires much less paperwork and reporting.

• New Jersey has a plethora of draws to its economy, from diverse geography to a dedicated labor force. Additionally, the ease of access to states like New York and Pennsylvania draws even more entrepreneurs to the state.

What Is an LLC Formation?

First, what exactly is an LLC? A limited liability company (LLC) is a business structure that pairs the flexibility and ease of a sole proprietorship or partnership and the limited liability protection of an S Corp or C Corp.

The main benefits of LLC formation are:

1. Limited liability and personal asset protection

2. Tax designation flexibility

3. Management structure flexibility

4. Minimal paperwork and reporting[4]

Let’s cover these in more detail.

1. Limited Liability and Personal Asset Protection

The most crucial benefit of forming an LLC is the liability protection it offers. Your personal assets will be protected if your business goes into debt or loses a lawsuit. You won’t have to worry about losing your house or car; your business assets will be what’s on the line.

2. Tax Designation Flexibility

According to the IRS, an LLC is, by default, taxed as a “disregarded entity.” This means you can avoid paying taxes on your business itself, and instead, your LLC’s taxes pass through to your personal income tax return. This is referred to as pass-through taxation.[5]

Many businesses elect for default LLC filing to take advantage of pass-through taxation,[6] but as an LLC owner, you can choose your designation for tax purposes. Some LLC owners file their taxes as an S Corp or C Corp instead. This flexibility is one of the critical benefits of LLC formation.

3. Management Structure Flexibility

An LLC is a business entity that allows you the flexibility to manage your company however you want. You can choose to have your company’s day-to-day business run by its members (another word for owners) or hire outside help.

An LLC managed by its members is “member-managed,” while an LLC run by managers outside the organization is “manager-managed.” Typically, smaller LLCs choose member management, while larger LLCs hire outside managers. Regardless, you can select any management structure that works best for your business.[7]

4. Minimal Paperwork and Reporting

Compared to the required shareholder meetings and loads of formal reporting a corporation is subject to, an LLC requires much less paperwork and reporting. This makes it ideal for smaller, more informally-run businesses.

LLC Formation in New Jersey

The New Jersey Secretary of State office, through the NJ Division of Revenue and Enterprise Services (NJ DORES), outlines a relatively simple process for LLC formation. The steps include:

1. Choose a business name

2. File your certificate of formation (state fees are $125)

3. Choose your registered agent

4. Create an LLC operating agreement

5. File for an EIN

6. Complete your business registration for tax purposes

Let’s take you through all the steps.

Step-By-Step Guide to Starting Your New Jersey LLC

Forming an LLC varies by state, so reviewing the guidelines for every state you’re registering your LLC in is essential. In this guide, we’ll take you step-by-step through registering your LLC in New Jersey. The state filing fee for LLC formation in New Jersey is $125.

Step 1: Choose a Business Name for Your LLC

The first step in New Jersey LLC formation is selecting the right name for your LLC.

You want your LLC name to be memorable and evocative of your goods or services. A good business name creates positive associations with your brand in the mind of your customer base.

You’ll also need to ensure your chosen name complies with New Jersey’s LLC naming requirements. These are:

• Your LLC name must be unique in the state of New Jersey, with no other businesses using the same name.

• Your LLC name must contain the words “Limited Liability Company” or abbreviations like “LLC” or “L.L.C.”

• You cannot include words that mislead the public into thinking your LLC is a government agency, such as “FBI” or “Police.”

• Certain words that imply professional services (such as medical, legal, or insurance terms) can only be used if you apply for special licensing or state approval.

Business Name Search

To make sure no one else is using your business name, you’ll need to conduct a name search on the NJ Department of Treasury Division of Revenue and Enterprise Services (DORES) website.

Name Reservation

When you’ve decided on an LLC name but aren’t ready to file your formation documents, you can fill out a name reservation form to ensure no one else uses your name.

You can reserve your name for up to 120 days using the name reservation form. The filing fee for an LLC name reservation is $50. 

Alternate Name

There are certain situations in which the name you register for your LLC is different from the name you use in your day-to-day business. For example, you might leave off the “Limited Liability Company” designator in your advertising materials and customer-facing business.

If you’re local to New Jersey, this is referred to as an alternate name and must also be registered. After submitting your business registration application, you should register any alternate name using Form C-150G. It can be submitted online, by mail, or in person. The filing fee is $50. 

Importantly, your alternate name registration is only good for five years, so you’ll need to renew it to keep using your alternate name.[8]

DBA Name

If you’re an out-of-state business registering in New Jersey and the exact business name on your original formation documents is not available in the state, you need to register a Doing Business As (DBA) name.

Note that DBA name registration is only available to out-of-state LLCs, and you should only register a DBA if the exact LLC name on your original formation documents is not available in New Jersey.[9]

Domain Search

Because having an online presence is crucial to conducting business today, registering a website for your business is a good idea. First, you’ll need to select a domain name for your business and ensure it’s available.

You can search for domain availability from several resources online. Once you’re sure your chosen domain name is available, we recommend registering for that domain to secure it for yourself.

Trademarking Your LLC Name

Trademarking your LLC name is a good idea to protect your brand further. A trademark protects a brand: it gives you legal ownership of a name or logo so that you’re the only party authorized to use it for selling your goods or services.

Business registration alone does not grant trademark rights. Instead, you must register for a New Jersey state or federal trademark through the United States Patent and Trademark Office (USPTO).

A New Jersey trademark is registered through NJ DORES for a filing fee of $50 per application and $50 for each additional goods/services classification. You must renew NJ trademarks every five years.[10]

To secure your exclusive rights to use your LLC name in any state across the country, you’ll need to file a trademark application with the USPTO. However, this process is more involved and costlier, at up to $350 per goods/services classification per application.[11]

Step 2: Fill Out New Jersey Certificate of Formation

Next, we’ll move on to the actual LLC application process: filing for your certificate of formation through NJ DORES.

Your certificate of formation sometimes referred to as the articles of organization in other states, acts as the official application for authority to do business in New Jersey. To file your certificate of formation, you must complete the State of New Jersey Division of Revenue Public Records Filing for New Business form. 

The filing fee, or state fees, for your certificate of formation, is $125. Optional state fees include:

• $25 for expedited (8.5 hour) processing

• $50 for same-day processing

• $25 for a certified copy of your accepted filing

The following information is required for your business formation:

• Business name, entity, and general purpose

• Duration (if not perpetual or indefinite)

• Registered agent name and address (we’ll cover this in the next section)

• Names, addresses, and signatures of organizing members[12]

When your business formation is complete, NJ DORES will assign your LLC a 10-digit entity ID number. Your entity ID number can be found under your LLC name on your Business Formation Certificate.[13]

Annual Reporting

You must file annual reports to keep your New Jersey LLC in good standing. These reports are due on the last day of the anniversary month of your initial certificate of formation filing. It’s crucial to stay on top of this deadline, as failure to submit annual reports every year could lead to the dissolution of your LLC.[14]

Luckily, the NJ Division of Revenue offers yearly reminders of your state filing deadlines through their partnership with their E-Government vendor, NIC, through its gov2go service.[15]

You can file your LLC’s annual reports online, by mail, or in person. The annual filing fee is $75.

Step 3: Hire a New Jersey Registered Agent

You’ll recall that to file your certificate of formation; you must provide your registered agent’s information. In this section, we’ll cover what exactly a registered agent is and what they do for your business.

What Is a Registered Agent?

A registered agent (or registered office, resident agent, or statutory agent in some states) is a person or entity assigned as the point of contact between your business and the government. Like most other states, New Jersey state law requires you to provide registered agent information for every business registration.

Any person is eligible to act as a registered agent for a New Jersey business, provided they:

• Are a person over the age of 18, a domestic corporation, or a foreign corporation authorized to do business in New Jersey

• Have a physical address within the state of New Jersey (not a P.O. box)

• Maintain regular business hours where they’re physically available to receive legal documents or service of process[16]

At first, appointing yourself as your registered agent can seem like a good idea. You can avoid the hassle of delegating the responsibility or hiring a registered agent service and doing the job yourself.

While it may seem like a compelling idea, there are many reasons why acting as your own registered agent might not be the best move for your business. Here’s why you might want to rethink taking on this responsibility yourself.

1. Privacy

It’s important to note that all the information on your certificate of formation gets published to the public record, including your registered agent address. If you’re planning on acting as your own registered agent, you should carefully consider that anyone can easily access your listed registered office address at any time. 

If you, like many other small business owners, operate your business from home, it can seriously compromise your privacy if you act as your own registered agent and list your personal street address as your registered office.

2. Optics

If you have a customer-facing business address that you don’t mind being public, you might be comfortable listing that as your registered agent address. However, keep in mind that in doing so, you agree that at any moment during regular business hours, a process server could show up unannounced and present you with a lawsuit.

The unfortunate optics of being sued, potentially directly in front of your customer base or clientele, should be a strong consideration when deciding if you should be your own registered agent. Being delivered service of process is rarely fun but is best kept behind the scenes rather than centerstage at your public-facing address.

3. Business Hours

Part of the appeal of being an entrepreneur and running a business is being able to set your own work hours to fit your personal schedule. Ideally, you can take a long lunch, pick up your daughter from daycare when she’s sick, or take a vacation as you see fit. Acting as your own registered agent, however, is essentially giving all that freedom up. 

One of the key responsibilities of being a registered agent is to maintain regular business hours during which you are physically present at your registered office. If you’re unavailable during normal business hours and a process server cannot deliver service of process, you risk some substantial penalties, including losing lawsuits and paying hefty fines.

4. Mountains of Mail

As an entrepreneur, you may receive a constant onslaught of mail directed to your business already. Sorting through your LLC’s mail to determine what’s junk and what needs urgent attention can be tricky to manage on the best of days. If you act as your own registered agent, you’re taking on even more mail responsibility, and the extra load can pile up.

Unfortunately, official governmental and legal documents can be neglected if registered agent mail piles up, and deadlines can fly by without your notice. This can lead to many unsavory penalties, such as losing your business’s good standing and even the dissolution of your LLC.

5. One Registered Agent Per State

If your business plan includes expanding to multiple states, it’s a good idea to register your LLC in every state in which you operate. But remember: nearly every state requires a registered agent with a physical address within its borders.

This means you must have one registered office per state you’re registered in. While it may seem prudent to act as your own New Jersey registered agent, if expansion is your end goal, you’ll inevitably have to get help for your growing registered agent needs.

Considering all the drawbacks of appointing yourself as your own registered agent, most entrepreneurs elect to hire a professional registered agent service.

Let Swyft Filings Be Your Solution

Luckily, Swyft Filings offers a registered agent service to handle this burden. Available in all 50 states, Swyft provides a reliable, comprehensive service for all your registered agent needs.

Benefits of our registered agent service include:

• Guaranteed privacy protection

• 24/7 access to an online dashboard to view all your documents

• Compliance with our reminders regarding important deadlines

• Secure and reliable

Step 4: Create an LLC Operating Agreement

Now’s a good time to draft your LLC operating agreement. An operating agreement is an internal document that details how your business will operate and helps prevent future internal conflicts between LLC owners.

Unlike some states, New Jersey does not require that your operating agreement is on file to run an LLC, but it’s a very good idea to create one anyway.

Multi-member LLCs benefit most obviously from a written operating agreement. Because it’s a detailed document that all members must agree upon, an LLC operating agreement can help smooth over operational conflict by keeping all business owners on the same page.

Single-member LLCs can also benefit significantly from creating an operating agreement. Here’s why:

• Helps create a further separation between you and your LLC, which allows for greater liability protection

• Boosts your LLC’s legitimacy in the eyes of banking and state institutions

• Allows you to apply for specific business licenses, business loans, and credit accounts

• Gives you the power to determine how your business will be run rather than leaving it up to the state to decide

Now that we’ve convinced you that an operating agreement is crucial in establishing your LLC let’s cover what goes into drafting one. Written operating agreements vary from business to business but generally include:

• Business name and entity

• General description or purpose of your business

• Management structure (is your LLC member-managed or manager-managed?)

• Voting rights and distributions and decision-making procedures

• Profit and loss shares and distributions

• Responsibilities and rights of members

• Procedures for adding or removing members

• Initial tax designation (sole proprietorship, partnership, S Corp, or C Corp) along with procedures for changing designations in the future

• Steps to take for wrapping up your LLC and LLC dissolution

Step 5: File for an Employer Identification Number and Business License

Next, you’ll need to apply for your employer identification number (EIN), which is also referred to as a federal employer identification number (FEIN) or federal tax identification number (FTID). This nine-digit Internal Revenue Service (IRS) designation identifies a business, just like a social security number identifies an individual.

An EIN is essential for hiring employees, but applying for an EIN can still be a good idea, even if you’re not planning on hiring anyone. This is because an EIN is also beneficial for:

• Opening a business bank account

• Applying for a business credit card

• Applying for particular financing and business licenses

• Providing a secure alternative to a social security number for income tax purposes

• Completing your NJ business registration for tax accounts

• Filing your federal tax return as a partnership or corporation

You can apply for an EIN easily on the IRS website. It’s completely free and takes just five minutes to set up. After you run through the online application, your LLC will be assigned a nine-digit EIN.

Business Registration

Once you’ve filed your LLC’s certificate of formation, you must register your New Jersey business for tax purposes.[17] This is required for all New Jersey businesses. You can do so online using the NJ-REG.

The following information is required for all LLC business registrations:

• Your 10-digit entity ID number (assigned upon business formation)

• Your federal EIN

• Your NJ business code[18]

• Your federal NAICS code[19]

• Sales tax collection information

• Anticipated first employee payroll withholding date 

• Mailing address and business location(s)

When you’ve completed your business registration, you’ll be assigned a 12-digit code that will be your EIN plus three additional digits. This is the code you’ll use for filing New Jersey state taxes.[20] You’ll also receive a Business Registration Certificate (BRC).[21]

Let Us Handle Your LLC Paperwork

If all of the above looks like a lot to do alone, Swyft Filings has a solution for you. Our LLC formation service can handle all your filings to start an LLC and save you time and headaches.

With Swyft Filings, you can ensure we’ll complete your filing correctly and carefully handle it. Benefits of our formation service include:

• Quick and reliable: it takes as little as ten minutes to fill out our application

• Guaranteed compliance: with New Jersey state regulations and procedures

• Personalized customer care: our team is available 24/7 to answer any questions you may have for any step of the process

• Fast turnaround: so you can get your business up and running in no time

As an entrepreneur, we know your time is valuable and best spent working on your small business. Get started today! 

FAQs:

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

It costs $125 to file your certificate of formation to start your LLC in New Jersey. Additional fees include:

• $50 for name reservation

• $25 for expedited (8.5 hour) processing

• $50 for same-day processing

• $25 for a certified copy of your accepted filing

How is an LLC taxed in New Jersey?

After you file your business registration application with the NJ-REG, you’ll be registered for your New Jersey tax account. 

There are several types of business taxes in New Jersey. The most common are:

• Income tax: taxes collected on your LLC’s net income

• Sales and use tax: taxes paid for the sale of tangible goods or services

• Payroll and withholding wages tax: taxes held on employees’ payroll[21] 

To review further how an LLC is taxed in New Jersey, click here.

What are the benefits of a New Jersey LLC?

New Jersey has a plethora of draws to its economy, from diverse geography to a dedicated labor force. Additionally, the ease of access to states like New York and Pennsylvania draws even more entrepreneurs to the state.

Benefits of an NJ LLC include:

1. Limited liability and personal asset protection

2. Tax designation flexibility

3. Management structure flexibility

4. Minimal paperwork and reporting

Additionally, several business incentives and financing were signed into law in 2020, further strengthening the economy and drawing in new small businesses.[1]

How do you dissolve an LLC in New Jersey?

The first step in LLC dissolution is to follow the steps outlined in your written operating agreement. Once those wrapping-up steps are taken care of, your LLC is in good standing with the state, and has taken care of outstanding tax obligations; you can move on to dissolving your LLC through official channels.[22]

You can file your LLC’s dissolution here. The fee is $25.

Bibliography

1. New Jersey Economic Development Authority. “Financing and Incentives.” Accessed March 27, 2023.

2. The United States Census Bureau. “Annual Business Statistics by State and County.” Accessed March 27, 2023.

3. Chamber of Commerce. “Small Business Statistics.” Accessed March 27, 2023.

4. Business.NJ.gov. “Limited Liability Company (LLC).” Accessed March 27, 2023.

5. Internal Revenue Service. “Limited Liability Company (LLC).” Accessed March 27, 2023.

6. Brookings. “9 Facts About Pass-Through Businesses.” Accessed March 27, 2023.

7. Forbes Advisor. “Member-managed LLC Vs. Manager-managed LLC: Which Structure Best Fits Your Business?” Accessed March 27, 2023.

8. State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Alternate Names.” Accessed March 27, 2023.

9. Business.NJ.gov. “Doing Business As (DBA) for Out-of-State Business.” Accessed March 27, 2023.

10. State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Register/Renew State Trade and Service Marks.” Accessed March 27, 2023.

11. United States Patent and Trademark Office. “Overview of Trademark Fees.” Accessed March 27, 2023.

12. State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Taxes of the State of New Jersey.” Accessed March 27, 2023.

13. State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Business Registration.” Accessed March 27, 2023.

14. Department of State New Jersey Business Action Center. “NJ Annual Report Filing and Taxes.” Accessed March 27, 2023.

15. State of New Jersey NJ Department of Treasury Division of Revenue and Entreprise Services. “New Jersey’s Online Annual Reports and Change Services.” Accessed March 27, 2023.

16. State of New Jersey NJ Department of Treasury Division of Revenue and Entreprise Services: Business Formation. “Business Formation Online Help Services: Registered Agents.” Accessed March 27, 2023.

17. Official Site of the State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Getting Registered.” Accessed March 27, 2023.

18. State of New Jersey NJ Treasury. “New Jersey Business Codes.” Accessed March 27, 2023.

19. U.S. Census Bureau. “North American Industry Classification System.” Accessed March 27, 2023.

20. Business.NJ.gov. “Register Your Business.” Accessed March 27, 2023.

21. Business.NJ.gov. “Register For Taxes.” Accessed March 27, 2023.

22. Official Site of the State of New Jersey NJ Treasury Division of Revenue and Enterprise Services. “Business Endings.” Accessed March 27, 2023.