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How To Fill Out The New Jersey LLC Certificate Of Formation

How To Fill Out The New Jersey LLC Certificate Of Formation

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How To Fill Out The New Jersey LLC Certificate Of Formation

Are you starting a Limited Liability Company in New Jersey? If so, you need to understand the ins and outs of filing the Certificate of Formation with the New Jersey Division of Revenue & Enterprise Services.

If you don’t know what the Certificate of Formation is or how to fill it out, don’t worry, as I’ll go over each of the steps below!

Related: Guide to starting a business in New Jersey

Anyone can learn how to form their own LLC, but using an entity formation service like Zenbusiness, Northwest, and Bizee guide you through the LLC formation process, so you will save time and know everything was done right.

Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!

Steps To Fill Out The New Jersey LLC Certificate of Formation

To get started with the business formation process, visit the New Jersey Division of Revenue & Enterprise Services and click on “Get Started.”

Step 1: Pick a Business Name for the LLC

Step 1 New Jersey LLC Name

The first step in forming a New Jersey Limited Liability Company is to make sure the business name you want is available, as each LLC name has to be different from other registered entity names in the state of New Jersey. 

You are first asked to select the type of business you would like to form. This guide covers the most common type of LLC, the Domestic LLC. Domestic here refers to the state where an LLC resides. Another type of LLC is the Foreign LLC, which is a Domestic LLC that was initially formed in another state but now wants to legally do business within the state of New Jersey.

Next, you will enter a name that you would like to use for the Limited Liability Company. If you aren’t ready to file, you can do a New Jersey LLC name search with the Secretary of State to be sure the LLC name you want is available, otherwise, the state will verify the availability of the name before filing.

Next, you will select a designator. A designator is a word that distinguishes different entity types, such as LLCs, corporations, etc. The allowed designators for an LLC in New Jersey include:
– LLC
– L.L.C.
– Ltd. Liability Co
– Ltd. Liability Co.
– Ltd Liability Company
– Limited Liability Co
– Limited Liability Co.
– Limited Liability Company

New Jersey LLC Entity Designator

Step 2: Enter the Business Information

Step 2 New Jersey LLC Business Information

In step 2, we are asked to enter some basic information about the business. These include:

Employer Identification Number: This is optional, but if you already have it, you can enter the LLC’s EIN here. The IRS has a link to file for one. However, I would wait until the LLC is filed, as should the name not be available, it is a bit of a pain to change it with the IRS. See our guide on filing an LLC EIN.

NAICS Code: This answer is also optional, but is asking for information regarding the business’s activities.  To do that, there is a number called NAICS (North American Industrial Classification System).  This code is a six-digit number that classifies and categorizes the different businesses.  This information is used in reporting statistical data for each of the industries in the U.S.  Learn more about how to search for a NAICS number.

Duration: If you intend the business to exist forever, which most businesses do, enter “Perpetual” or leave it blank, as all LLCs are set up with a perpetual duration by default.  If you have a specific end date in mind (typically used for investment-related businesses), choose a dissolution date.

Effective Date: If you want the LLC to start immediately, leave today’s date in the box.  Otherwise, choose a date in the future that you want the LLC to start. The main reason for delaying the LLC start date is when the filer is close to the end of a calendar year, and the business isn’t going to have any activity.  By delaying until the following year, they will reduce the number of end-of-year filings.

Step 3: Describe the Purpose of the Business

Step 3 New Jersey LLC Business Purpose

Next, you will enter information about what your business will do by entering a short business description.

Related: How to answer the business purpose question

You have the option of uploading an attachment with the business purpose, but it’s more common to answer in the box.

Step 4: Provide the Main Business Address

Step 4 New Jersey LLC Main Business Address

In step 4, enter the main business address of the LLC. Enter the street address, city, state, and zip code of the initial principal office to receive mail from the state of New Jersey. 

This address can be the LLC’s physical address or the address where the business records are stored. It does not have to be located in New Jersey, but you may not use a PO Box.

Step 5: Appoint a Registered Agent

Step 5 New Jersey Registered Agent

Every New Jersey LLC must have a registered agent who is responsible for receiving legal documents on behalf of the LLC. The registered agent must either be a New Jersey resident or a business with a physical office in the state.

You can either appoint an individual such as yourself as the registered agent or appoint someone else, such as a friend, or family member, or an entity such as a professional registered agent service.

The main requirements for an individual to be a New Jersey registered agent are that they are an adult and be at a physical address during normal business hours.

Related: What is a New Jersey registered agent?

If you are working with a registered agent service, you can enter their number in the box, otherwise, click on “Enter a Registered Agent/Office” to include the registered agents name and address.

Step 6: Provide Information About the LLC’s Members and Managers

Step 6 New Jersey Members

Enter the names of up to 10 Members and Managers.

A Member is someone who has an active involvement in the daily management of the LLC, and a Manager is hired by the members to run the LLC, similar to a CEO of a corporation.

At least the name and address of one LLC member or manager must be entered.

Step 7: Include Any Additional Provisions

Step 7 New Jersey Additional Provisions

If you wish to include additional items regarding the formation of the LLC (not common), attach them to this section.

One such provision includes the date when the LLC will be dissolved. This could have been answered in step 3 with the duration of the LLC, but it can also be answered here.

If there are any others, you can enter them by clicking on “Add New Provision” and providing any additional information.

Step 8: Sign the Certificate of Formation

Next, an authorized representative of the LLC, (someone with authority to act on behalf of the LLC like one of the owners, attorney, or entity formation service), will sign, indicating their intent to formally execute the Certificate of Formation with the state of New Jersey.

Step 9: Review the Certificate of Formation

Review the submitted information to ensure all of the information is correct. If it is, click Continue

Step 10: Pay and Submit the Certificate of Formation

Last, enter the contact information of the person filing the Certificate of Formation, should the state need to contact someone regarding the filing.

A Certificate of Standing can be requested for an additional $50 fee, but unless you have an immediate need for it, I would recommend passing. You may have a bank or vendor request one to verify the business is in good standing with the state, but with a newly formed LLC, a copy of the Certificate of Formation will suffice. This certificate is normally only accepted for up to 90 days, depending on who is requesting, so it does no good to have one until it is needed.

A certified copy of the Certificate of Formation can be requested for an additional $25. Although a certified copy isn’t usually necessary, it is handy if you plan to register to sell to the government. If you aren’t sure if you need it, you can purchase it later.

Then enter a credit card or check payment information and then submit!

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New Jersey LLC FAQs

How much does a New Jersey LLC cost?

The cost to file the New Jersey LLC Certificate of Formation and create an LLC in New Jersey is $125.

How long does it take to form a New Jersey LLC?

It typically takes under an hour for a new LLC to be approved in New Jersey when filing online versus 2-3 weeks when filing by mail.

Do you have to pay for an LLC every year in New Jersey?

Each year, a New Jersey LLC annual report must be filed along with a $75 filing fee.

Is an operating agreement required in New Jersey?

Under New Jersey state law, statute § 42-2C-11, a New Jersey LLC may adopt an LLC operating agreement, but it isn’t required. 

Although the operating agreement is not required, it is recommended that one be created, especially for multi-member LLCs, as it can help prevent disputes among members and protect the LLC’s legal status.

Related: How to create a New Jersey operating agreement

Does an LLC need a business license in New Jersey?

The requirements for business licenses and registrations in New Jersey vary depending on what the business does and where it’s located.

Related: What business licenses are needed in New Jersey?

Do New Jersey LLCs need an EIN?

Only New Jersey LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).

The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).

If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.

Related: How to apply for an EIN

Author

  • Greg Bouhl

    With over two decades as an entrepreneur, educator, and business advisor, Greg Bouhl has worked with over 2,000 entrepreneurs to help them start and grow their businesses. Fed up with clients finding and acting on inaccurate and outdated information online, Greg launched StartUp101.com to be a trusted resource for people starting a business.

How To Fill Out The New Jersey LLC Certificate Of Formation

How To Fill Out The New Jersey LLC Certificate Of Formation

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