A limited liability company, or LLC, is a business organization that allows the owner of the company to protect his personal interests by severing his personal liability to the company. Like all other states, New Jersey defines it own statutory guidelines and procedures for starting and organizing a new LLC within the state. These guidelines, described under Title 2B of the New Jersey Statutes, govern both in-state and out-of-state LLC organizations.
Fit your business needs with the right LLC package
Apply for and obtain an employer identification number (EIN) from the IRS. No fee is required, and you can request immediate assignment by telephone, fax or online by completing and submitting an application. Save your assigned EIN for later use.
Choose a name for your LLC. Conduct a search of the state Business Entity Name File to determine if your name is available for use. If it is available, ensure your name adheres to New Jersey’s guidelines for naming an LLC before adding the name to your certificate of formation.
Add a business designation to the end of the name. New Jersey requires all LLC formations to designate themselves as such within their names. You may choose to use “Limited Liability Company,” “L.L.C.” or “LLC” as your designation.
Designate a registered agent. If you are a domestic formation -- meaning you reside primarily in and will operate within the state -- you may name yourself. Foreign formations must designate a registered agent, which may be a person or an entity that maintains a professional office within the state.
Complete a certificate of formation containing the full name and designation of your LLC; the EIN; the physical address of the operation; the mailing address, if different; and the date or event on which the LLC will dissolve or, if the LLC is perpetual, state the same. Underneath, provide the full name and business address of the registered agent and a list of the full names and addresses of every member of the LLC, including you.
Describe the LLC’s industry of operation within the certificate; industry of operation is the LLC’s main trade or classification -- for example, the owner of a construction company would define the industry of operation as “construction.” Also describe the reason why you are forming or converting to an LLC. Sign and date the bottom of the certificate when finished.
Develop an operating agreement defining the members of the LLC; each member’s respective position; the rights, authorities, powers and obligations of each; and any other relevant information governing members’ responsibilities. If you prefer not to draft a second document defining these provisions, your operating agreement may be an extension of your certification of formation. However, you must develop and submit an operating agreement at the time of formation.
Make a copy of your operating agreement and certificate of formation, and save the copies for your LLC’s records. Submit the original documents to the secretary of state for filing. You must pay a $125 fee ($250 for out-of-state organizations) at the time of filing. If accepted, you can begin operating as an LLC under the company’s name immediately.
- Employer identification number (EIN)
- Registered agent
- Operating agreement
- Certificate of formation
- Filing fee
References & Resources
- N.J.S.A. §42:2B-2
- N.J.S.A. §42:2B-3(a)
- N.J.S.A. §42:2B-3(b)
- N.J.S.A. §42:2B-3(c)
- N.J.S.A. §42:2B-3(d)
- N.J.S.A. §42:2B-4(2)(b)
- IRS.gov: IRS Form SS-4 (Application for Employer Identification Number)
- LawHub: Sample Certification of Organization
- State of New Jersey: Check Business Name Availability
- State of New Jersey: Online Business Entity Filing
- State of New Jersey: Business Basics & Types
- State of New Jersey: Complete Business Registration Packet