Step 1: Name your New Jersey LLC
To create an LLC in the state, you have to have a name that can be registered under the state’s laws. Picking the name for your LLC may mean choosing something different from what you are currently using. New Jersey law requires that the business name is different from any other business entity in the state. That means you need to ensure your business name does not match any other name listed with the Division of Revenue.
You need to perform a New Jersey Business Entity Search to do this. It is very simple to use. Go to the website, type in your business name or desired LLC name, and click “search.” It then provides you with information whether the name you selected is available. If it is, you can proceed with the process.
You need to consider a few rules under New Jersey law before creating your name. First, the name must end with “Limited Liability Company” in some form. That may be in forms such as:
- Limited Liability Company
- LLC
- LLC.
- Ltd. Liability Company
- Limited Liability Co.
Also, the state does not allow you to use some words in your name. This includes terms such as “insurance” or “bank.” If you hope to use these types of words, you will need to reach out to the agency first to obtain special permission.
Step 2: Choose a registered agent
A registered agent in New Jersey is a company or person who agrees to accept legal mail for your LLC in situations in which the business is sued. Sometimes, this legal mail is called a service of process. Additionally, the Division of Revenue will also use the registered agent as the point of contact for any notices it sends to your company. They will help with handling all of your legal and tax documentation. They aim to keep your business in good standing with the state.
Under the state’s laws, the registered agent is either an individual or a business entity. If it is an individual, that party must be a resident of New Jersey with a physical address in the state. If you hire a registered agent service, that organization must be authorized to provide the service in New Jersey. Verify this if you choose to go this route.
Once you select one and add it to your Certificate of Formation, the registered Agent’s information becomes a part of your legal public record for the LLC. For those selecting to go the individual route, the registered agent may be a person from the LLC, such as a member of it or a manager. If you do this, keep in mind that you must provide your address as a component of this, and the address will be listed on your public record for your business, meaning anyone can locate it. P.O. boxes do not work for Registered Agents.
To become a registered agent in New Jersey, there are three main requirements. Those include:
- Be over the age of 18
- Have a New Jersey physical address (not a P.O. box)
- The business must list the name and address on the formation documentations
Step 3: File certificate of formation
The Articles of Organization, sometimes called the Certificate of Formation, allow you to get the LLC officially listed and authorized by the state as a business. With this, you are then allowed to conduct business in the state as an LLC.
State fees
You need to pay $128.50 total fees for completing this process, which includes a $125 state filing fee and a $3.5 processing fee.
Requirements
The information that you will need for your file your articles includes:
- Business Name & Type
- Registered Agent information (including email address to receive Registered Agent notifications)
- Good Standing Certificate from your home state (only for foreign entities)
- Credit Card or eCheck
How to file
To complete the Certificate of Formation, you will need to gather key information. Then, you’ll need to visit the Business Registration website for the state of New Jersey to complete the online process. You will need your LLC name, the type of entity it will be (LLC), the purpose of the business, its duration, if applicable, and the registered agent information (more on that later). It also will ask for the business’s principal operating address.
The website is very easy to use. Simply complete each step by selecting an answer to the questions provided. The state encourages this to be done online. However, it is possible to ask questions or come into the office (with an appointment) to work through the documents with the state. To do that, call 609-292-9292.
Those who wish to visit the service area in-person can do it by appointment only. Schedule an appointment at the NJ Treasury website or call the number above. Then, visit 33 West State Street in Trenton. It’s located on the 5th floor.
Step 4: Create an operating agreement
An operating agreement is a valuable tool for most businesses. It is especially important as you work to build your business and gain credibility. Here’s what you need to know about it.
New Jersey LLCs are not required to have an operating agreement as they are in other states, including New York. Nevertheless, it is one of the most important tools you have in organizing your business. The state of New Jersey does not require you to have or submit your operating agreement anywhere. Rather, it is a document you will maintain.
While an operating agreement is important for all LLCs, it is essential for multiple-member LLCs to clearly outline the ownership structure. Some of the components that should be a part of the operating agreement include the following:
- Organization: The operating agreement should outline when the LLC was formed and list its members. It should also describe the ownership if it is divided. If there is division among members, how is it divided? For example, is there equal ownership among members? Do certain parties own certain units?
- Member Contributions: The operating agreement should outline any capital contributions each of the members made into the LLC. This should also list the business’s goals and expectations when seeking additional capital, such as if it aims to raise money in the past, where and how would that happen?
- Management: The operating agreement should describe how the business is managed. Is it managed by its members? Is there one person who is appointed as the manager?
- Voting: Outline the voting rights on business matters. Does each member get one vote? That’s common, but in some situations, you may wish to give more than one vote to some members to give them more power over others
- Distributions: Use this document to outline the profits and losses and how they will be divided among members. Most of the time, profits divisions are equal among all members. However, if that is not the case, describe the process
- Membership Changes: How does the membership of the LLC change over time? Can ownership or roles within the business transfer to anyone? What if someone leaves? How will that position be filled? Discuss how members are bought out
- Dissolution: The operating agreement should outline the details for dissolving the LLC should that become necessary in the future. How would that occur and under what conditions?
Step 5: Apply for an EIN
Once your operating agreement is set up, you’re ready to obtain an employer identification number (EIN). This is done through the U.S. federal government, and it takes very little time to complete. First, you will need to work through these steps to complete the process online.
- Determine if you are eligible: To apply for an EIN, you must have a principal business that is located in the U.S. or in the U.S. Territories.
- Valid Taxpayer ID: The person applying on behalf of the LLC must have a valid Taxpayer Identification Number. This may include a Social Security number or an EIN.
- Limitations: It is only possible to create one EIN per responsible party each day. The IRS states that a responsible person is the individual who owns or controls the business and exercises the ultimate effective control over the business. The responsible person must be an individual and cannot be another business.
The state of New Jersey requires this prior to forming the business. That is because this number will serve as the state’s tax ID and for federal needs.
Step 6: Registering for New Jersey tax and employer purposes
New Jersey has very specific steps to take to register your business. It makes it clear that all businesses must register for state taxes, which is done separately from filing your business formation documents.
This registration is done through the New Jersey Department of Taxation’s Division of Revenue & Enterprise Services (DORES). The registration process allows DORES to collect the necessary information to determine the taxes the business owns and any employer contributions necessary and responsible for by the business owner.
Failing to complete this step is not advisable. It can lead to penalties and fees for taxes owed – even if you pay your taxes with what you think you should.
During the process of registering with DORES, businesses need to provide some specific information. This may include:
- The 10-digital identification that was provided during the business formation
- The NAICS Code, which is an eight-digit number that is used to classify your business by the industry in which it operates in the U.S.
- Sales tax collection information (this includes information about how you plan to pay your taxes, such as if you are using accounting software or systems to facilitate the process)
- Date of first payroll withholding if that applies in your situation
- Business location and mailing address info
Once you complete the DORES information, you will receive a Certificate of Authorization to Collect Sales Tax and a New Jersey Tax ID. The Tax ID number is likely to be the same as your EIN; however, an additional three letters are added to it. This full 12-digit number is then used as an identifier for your business, so you can pay taxes.