If you are planning to open an LLC in New Jersey, you have two options. The first one is to hire a professional business formation company that will draw up and submit all your registration documents to the Secretary of State. This option is convenient, easy, fast, and reliable, but you will have to pay an extra fee.
Alternatively, you can submit all the documents on your own. In fact, it's not as difficult as it may seem. However, to understand the sequence of all steps to be taken, you need to independently familiarize yourself with all the requirements of the state and preferably consult an expert.
In this article, we'll take a look at how to file Articles of Organization in New Jersey and review them in detail to understand how exactly they confirm the legality of your LLC.
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Articles of Organization (also hereafter, "Certificate of Formation," "Certificate of Organization," or "the Certificate") is a public registration document that contains basic information about your company. A New Jersey Certificate of Formation must be filed with the state, i.e. reviewed and verified by state authorities for compliance. Once approved by the Secretary of State, it allows you to legally start your business, and your LLC is considered a registered business entity within the state.
The Certificate of Organization form differs from state to state. However, the following information is required in almost all cases:
The Certificate can be submitted for approval by mail, delivered in person to the state department, or filed online. You can download a blank form from the Secretary of State's website to study it and make sure you have all the required information. There's also a state filing fee that has to be paid before the filing. The fee varies depending on the state where you open your business.
For your business to legally exist, you need to draw up and file a Certificate of Organization for an LLC in New Jersey. This is the type of document that confirms that your company is officially established and fully complies with all the regulations of the state.
Here’s some basic information you will need to file the Certificate:
In some cases, the processing time may be longer; you can always check the state government website for up-to-date information.
The cost of applying does not depend on the method you choose, but online filings are usually much faster and easier, which is why experts recommend filing online.
Once the Division of Revenue & Enterprise Services processes your application, you will receive an NJ Certificate of Formation, and your company information will be publicly posted on the list of New Jersey incorporated entities.
You can download and submit the Certificate in one of the following three ways:
We'll go into more detail about registering your company online below. To get the form and fill it out on your own, go to State.nj.us and download the Certificate in PDF. The page you need is #23 (PUBLIC RECORDS FILING FOR NEW BUSINESS ENTITY).
To properly fill out an NJ Certificate of Formation form, you should carefully study the blank form in detail.
You will definitely need to provide the following information about your LLC:
Let's take a closer look at each point below.
In order to register your business quickly and easily, a nice company name is not enough. It's also important that your chosen business name complies with the all rules and regulations of New Jersey. It also has to be available (i.e. not taken by any other business operating in the state) for registration.
What's important to know when choosing an LLC name:
You can check the availability of your chosen LLC name in advance by using the Business Name Search on the NJ Division of Revenue and Enterprise Services website.
You can create an LLC in New Jersey for any legal and non-prohibited business purpose. Simply provide a short list of your business purposes, which will be listed in your company's public description.
It's important to understand that some business purposes require licensing, and there are also activities that are tax exempt. If you declare such purposes, you will be required to provide an appropriate professional license or a special approval document from the IRS.
You can specify the effective date of your LLC, i.e. the date when you set for your company activities to officially begin. By default, the company is considered active from the date of its official registration. You cannot start a business in the state retroactively, but you can delay the effective date of your LLC. In New Jersey, this period can be much longer compared to other US states.
Such a delay will be convenient if you plan to take some time to prepare for work, including opening a separate bank account, getting insured, and performing other necessary actions. Throughout the preparation period, your LLC will be considered inactive, and you will not have to pay any taxes or submit reports.
Most often, the period of postponement is limited to 90 days, but there is no limit in Section 42-2C-22(c) of the New Jersey LLC Act, so you can safely use this opportunity.
You can also specify a Dissolution Date for the LLC if you plan to operate your business for a limited time. If you do not specify the date, your LLC will be considered "perpetual."
Under New Jersey law, you will need a registered agent. This is an individual of 18 years of age or older who is a resident of the state. Alternatively, this can be a company registered in New Jersey that has a legal physical office in the state.
The registered agent in New Jersey will accept service of process (time-sensitive legal documents, including lawsuits and subpoenas) as well as tax documents from the state on behalf of your company and send them to you. The agent will also be responsible for timely notifications on annual reports.
By law, a registered agent must be available to receive legal documents during regular business hours 5 days a week. The name and the address of your RA will be publicly available along with your company information, which is published on the New Jersey Division of Revenue and Enterprise Services website.
You can fill out the form, print the completed version, sign it, and send it along with a receipt for the state fee to the Secretary of State's office.
If you wish, you may also take the documents to the New Jersey Division of Revenue office in person.
The easiest method is to file the Certificate online. In this case, after filling in all the required information and making the payment, the documents will be automatically submitted for verification.
To apply and legally register a business in New Jersey online, you need to go through the public registration process at the Secretary of State's website.
To do this, you will need to get on the Business Name Search page of the New Jersey Division of Revenue website.
Once you click on the link above, you will be taken to the Business Name Search page. This is where you will need to choose which type of business you would like to form. Choose "NJ Domestic Limited Liability Company." Next, enter your chosen Business Name.
Enter the desired LLC name without any additional designations. Once you see a green message saying that your chosen business name is available, you will be able to choose one of the offered Business Designators.
On this page, you will be prompted to select a business designator, i.e. the "ending" of your LLC name, which will indicate the type of business.
Under 42-2C-8(a) of the New Jersey LLC Act, you will need to select one of the following options:
Choose the option you like most and click the "Continue" button. By the way, you can always click the "Back" button if you want to edit something on the previous page.
On the Business Information page, you are supposed to specify your Employer Identification Number (if you have one) or leave this field blank. Since you are only registering an LLC, you might not have your EIN yet. You can always get your EIN for free after you register your LLC on the IRS website.
NAICS stands for the North American Industry Classification System. The code is used by the New Jersey Division of Revenue and Enterprise Services to classify your line of business, i.e. the primary type of work your company performs. Generally, this code is required for statistical purposes.
You may leave the field blank at this point. The NAICS code can be entered in the "registration" step, which we will talk about later.
In this field, enter the date when you plan to stop your LLC activity (if you plan to terminate your LLC on a specific date). Most often this field is left blank. In this case, it is considered that the company will be "perpetual." However, if you want to "limit" the existence of your LLC in advance, you will need to specify the desired date.
We wrote above that in the state of New Jersey, you can "postpone" the "birth" date of your LLC for as long as you like. There are no limits here.
By default, the system will automatically offer the actual effective date in the field.
At this point, you will need to enter a few words or a phrase that will describe your business purpose(s). If you want, you can specify a "general LLC purpose." Namely, you can enter the following statement: "The purpose of the Limited Liability Company is to engage in any lawful activity for which a Limited Liability Company may be organized in this state." Under Section 42-2C-4(b), this would mean that the LLC can be engaged in any lawful activity.
You can review the NJ Certificate of Formation form to see how to properly complete the Business Purpose section. Remember that if your business purpose(s) require special licenses/permits or additional approvals, you must have the appropriate documentation.
On this page, you will need to provide the primary address of your registered office. According to Section 42-2C-2, your business address can be in the state or out of the state (i.e. a US or International address), including any country in the world.
The primary address must be a physical address, it cannot be a mailbox or P.O. box. It's best to include the address where you will receive regular mail correspondence for your LLC.
Note that your LLC address will be public. This means that if you do business from your own home or, for any reason, would like to hide your real address, you can provide the address of your registered agent.
This is where you will need to provide additional information on your RA. Namely, you will be asked to "Enter a Registered Agent/Office" or identify your registered agent's number in New Jersey.
If you, your family member, or an acquaintance will be appointed as the registered agent, click on "Enter Registered Agent/Office." Next, you must enter the name and address of the person who will serve as your registered agent for the LLC.
If you have arranged to work with an RA service or a business formation company that offers professional registered agents for hire, you will need to enter your registered agent's number (provided by the RA company) in the field. All professional agent information is already available in the state's databases.
In this section, you need to enter the details of all members of the LLC, as well as the managers who will be involved in the management of the company if you have chosen this type of management.
To do this:
Repeat the sequence as many times as necessary.
This is where you can specify the date on which your LLC will be dissolved. If you leave this field blank, your company will be considered "perpetual," meaning you will remain in the business until you file a Certificate of Cancellation for your LLC.
If you specify a certain date, the LLC will then cease to exist automatically on that date.
There's also an "Add New Provision" button on the page. If you want to add a few rules or regulations, or, otherwise, any type of specific information about your LLC, use this button.
Most often this field is left blank. Unless, of course, your lawyer advises you to add additional information when registering your business.
To add an LLC organizer and sign the document, click the "Add New Signatory" button.
In the "Position" field, choose "Authorized Representative." Next, you need to check the box next to the name of the person who electronically signs the document.
As a business owner, you can be your own organizer. The same goes for any member of your LLC or an authorized person, who is not a member of the company. An organizer is simply a person who provides public records to the LLC. So, if a professional company is doing the registration for you, their representative can be listed here.
LLC ownership is defined in the operating agreement and other documents.
One organizer's signature is enough to sign the application, but you can add more organizers if you want.
On this page, you can review your completed form. Study carefully all of the fields and check for any mistakes. If you find any inaccuracies or typos, you can quickly amend your Certificate of Formation. To do this, click on the "edit" button.
If everything is OK, click "Continue."
You can order additional documents if you wish to:
You don't need to get the above-mentioned documents right away - you will be able to request them online at any time from the Division of Revenue and Enterprise Services when required.
A New Jersey standing certificate is a document that proves that your company is legally registered and properly maintained in New Jersey, and also is in good standing with the state. It's usually required when you want to open a bank account or expand to another state as a foreign LLC. Sometimes, such a certificate is also required when applying for business loans or purchasing business insurance.
At this point, you will need to provide your name and phone number. This information will be used in case the Division of Revenue & Enterprise Services has any questions while processing your documents.
Want to know the requirements for articles of organization in other states? Select state:
On this page, you will need to select "Credit Card" and click on the "Pay Now" button.
You will be asked to provide the following information:
If you want, you can also enter your company name (optional).
After you fill in all the information, press the "Next" button.
If you see the following message: "Error occurred - page not found", most likely, there's not enough information on the previous page. For example, you did not specify your name and phone number. Press the "Back" button to get on the previous page and complete the information. Then click "Continue" again.
Once done, enter your credit card details, click "Next", check that all the entered details are correct, and click "Send Payment".
That's it. Now the registration of your NJ Certificate of Formation is complete. All data are sent and all that is left is to wait for approval from the state.
|Mailing Address||New Jersey Division of Revenue P.O. Box 252 Trenton, NJ 08646|
|Office Address||New Jersey Division of Revenue33 W. State St. Trenton, NJ 08608|
|Office Hours||Monday - Friday, 8:30 a.m. to 4:30 p.m. Eastern Time|