Need someone to make sure that your business never misses important paperwork? Your registered agent has you covered! Here is what you need to know about getting an RA in New Jersey.
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by Edward A. Haman, Esq.
Edward A. Haman is a freelance writer, who is the author of numerous self-help legal books. He has practiced law in H...
Updated on: December 4, 2023 · 4 min read
If you will be organizing or operating a business in New Jersey (other than a sole proprietorship or general partnership), you need to know about designating a registered agent with the New Jersey Secretary of State.
New Jersey requires a registered agent for every corporation, limited liability company (LLC), and limited partnership. A registered agent is also required for a limited liability partnership (LLP) if it does not have an office in New Jersey. This applies to every such entity that is either organized in New Jersey (a domestic entity); or organized in another state, territory, or country; and conducts business in New Jersey (a foreign entity).
A registered agent (or RA) is designated by a business as the place for the business to receive official legal documents, such as lawsuit papers and subpoenas. The RA's business office is called the registered office.
The duties of an RA are to:
RAs sometimes offer additional services, such as preparing and filing registration documents, sending reminders when annual reports or license renewals are due, and keeping documents.
The New Jersey laws regarding a registered agent for various types of business entities are inconsistent and, at times, unclear:
The laws relating to corporations and limited partnerships state that a corporation can serve as RA, but do not specifically allow an LLC to do so. The laws relating to LLCs and LLPs appear to allow a corporation or an LLC to serve as RA, since both a corporation and LLC are typically considered to be a legal "person."
The two common practices are to designate either:
Whether you choose an "in-house" RA, or hire an outside RA, it is important to designate one that can be relied upon to notify you promptly when important legal papers are received.
Your company's registered agent can be you, a co-owner, an employee, or any other adult, provided that person is a New Jersey resident. The advantages are that you save the cost of an outside agent (typically $50 to $500 per year, depending upon the agent selected), and you will immediately know of any lawsuits or other important matters. Potential disadvantages include:
It will be necessary to hire an outside RA if your business does not maintain a regular business office in New Jersey that can be used as the registered address.
The advantages to hiring an outside RA include:
A business entity will designate a registered agent and a registered address in its initial registration documents, and in annual reports, filed with the Department of State. The Department of State must also be notified of any change in the RA or the registered address. Any change by a corporation must be approved by a resolution of the board of directors.
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