Form a New Jersey LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your New Jersey LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the New Jersey Secretary of State. We also conduct a name search for your New Jersey LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your New Jersey LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your New Jersey Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "Limited Liability Company" or the abbreviation "L.L.C."
May contain the name of a member or manager
Must be distinguishable from the name of any New Jersey limited liability company, corporation, limited partnership or business trust that is reserved, registered, formed, organized or qualified to do business under the laws of this State
Must not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State (unless the restrictions have been complied with)
A New Jersey LLC may apply to the secretary of state for authorization to use a name that is not distinguishable with the written consent of the other corporation, limited partnership, business trust or limited liability company, which written consent shall be filed with the Secretary of State.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your New Jersey Limited Liability Company before filing to see which names are available.
Articles of Organization: In any New Jersey LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New Jersey Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Jersey LLC formation. This information must include:
The LLC name
The address of the registered office and the name and address of the registered agent for service of process
A statement of the word "perpetual" if the duration of the LLC is to be perpetual or if the LLC is to have a specific date of dissolution a statement of the latest date on which the LLC is to dissolve
Any other matters the members determine to include therein
Filing: Your LLC is considered organized once the original signed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons who may be an agent or attorney-in-fact. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a New Jersey LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: A person may be admitted as a member of the LLC at upon formation either (1) in compliance with the operating agreement or (2) as indicated in the records of the LLC. Once the LLC has been formed, a person may be admitted as a member either (1) directly from the LLC in compliance with the operating agreement or (2) upon the consent of all members and when the admission is reflected in the records of the LLC.
A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or upon the happening of an event specified in the operating agreement.
If resignation or dissolution is unspecified by the operating agreement, a member may resign if they provide at least 6 months' prior written notice to the LLC
An operating agreement may provide that a member may not resign from a limited liability company or assign his limited liability company interest prior to the dissolution and winding up of the limited liability company.
Contribution:The contributions of a member to the LLC may consist of cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services; provided however, that services rendered and obligations to perform services are contributions only to the extent designated as contributions in the operating agreement.
Registered Agent In New Jersey
LegalZoom can also provide your business with a Registered Agent in New Jersey. Every LLC is required to continuously maintain a registered office and registered agent in New Jersey, which is the person or office designated to receive official state correspondence and notice when the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in New Jersey may be: (1) an individual resident of this State whose business office is identical with the limited liability company's registered office, or (2) a domestic corporation, or a foreign corporation authorized to do business in this State having a business office identical with such registered office, or the limited liability company itself.
Registered Office: The registered office may be but does not need to be the New Jersey LLC's place of business.
New Jersey Secretary of State
Taxes and Fees
Once a New Jersey LLC has been created, the New Jersey Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the New Jersey Secretary of State office.
Annual Report: Each limited liability company shall file an annual report with the New Jersey Secretary of State that lists:
The name and address of the LLC
The name and address of the registered agent of the LLC
The name and addresses of the managing members or managers
Records: Each limited liability company shall keep following records open to inspection at its office:
True and full information regarding the status of the business and financial condition of the LLC
A copy of the LLC's federal, state and local income tax returns for each year
A current list of the name and last known business, residence or mailing address of each member and manager
A copy of any written operating agreement and certificate of formation and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any certificate and all amendments thereto have been executed;
True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
30 years from date of formation if no time for dissolution is specified in the operating agreement
At a time specified in writing in the operating agreement
Upon the occurrence of event specified in writing in the operating agreement
Upon the written consent of all members, including the written consent of the sole member of a LLC with only one member
When there is no longer at least one member unless at least one new member is admitted within 90 days
Upon entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for New Jersey is variable, depending on New Jersey taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the New Jersey Secretary of State along with the appropriate filing fee. When appropriate, a check payable to the State of New Jersey must accompany the document, covering all charges for the Secretary of State.