New Jersey LLC Requirements

by Joe Stone

New Jersey LLC requirements are primarily set forth in the New Jersey Limited Liability Company Act, which specifies how an LLC is formed, operated and dissolved. As with all other business entities, such as corporations and partnerships, New Jersey law includes certain licensing, taxation and insurance requirements, which also apply to LLCs. The Division of Revenue provides a comprehensive package of information and forms to facilitate compliance with these requirements.

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Business Registration Application

Every business in New Jersey, regardless of type, must file a Business Registration Application with the Division of Revenue. The application can be filed alone or in conjunction with a public record filing needed to form a new business entity, such as a limited liability company. The purpose of the application is to ensure that every new business is aware of all required filings in New Jersey regarding taxes, insurance and licensing, as well as filings to form a new business entity. Once the application is processed, all appropriate forms and information are sent by the Division of Revenue to the applicant.

Public Records Filing for New LLC

The New Jersey Limited Liability Company Act provides that a new LLC comes into existence upon the filing of a certificate of formation, which can be accomplished by completing the Public Records Filing for New Business Entity form provided by the Division of Revenue. The form is multipurpose and can be used not only to form an LLC but also to form a corporation, both profit and nonprofit, and a limited partnership and register a foreign corporation or LLC. Once filed with the required information, the form constitutes the certificate of formation for an LLC. The Division of Revenue also maintains an Online Business Entity Filing page on its website that can be used to form an LLC without any paper filing.

Other Registration Filings

Depending on the type of business the LLC will engage in, New Jersey mandates other licensing and registration requirements, such as a cigarette or motor fuel license. An additional filing requirement that applies to all businesses is the State of New Jersey New Hire Reporting Form. The form provides the state with basic information about newly hired or rehired employees that is used to locate parents owing child support, as well as identify individuals who failed to report earnings while receiving any form of public assistance.

Operating Agreement

The New Jersey Limited Liability Company Act does not require, but does provide for the LLC to be governed by a private agreement among its members, called an operating agreement. Although not filed with the state, the operating agreement typically sets forth important provisions about how the LLC will be run, such as the conduct of meetings, the number of managers for the LLC, each member’s capital contribution, and the allocation of profits and losses. While the instructions and forms provided by the Division of Revenue make forming an LLC relatively easy without the need for an attorney, the drafting and preparation of an operating agreement should always be done with the advice of counsel.