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A Limited Liability Company (LLC) is a type of business formation that’s recognized by the state and federal government.
It can provide limited liability protection by separating your personal and business assets—so in a dispute, this type of formation may help keep your personal assets separate from those of your business.
Establishing an LLC in New Jersey may help owners have limited personal liability for their business debt, even if they’re part of the company’s management. And, according to IRS rules, LLCs may be able to choose between corporation or partnership taxation methods.
It’s up to you whether you want to create an LLC for your business, and it can help to think about your business goals and objectives before making this decision. If you want more information to help you make that decision, you can read our in-depth guide on how to start an LLC.
And, when you’re ready to dive in, here’s how to form your LLC in New Jersey.
It’s possible to create an LLC in New Jersey rather quickly, with the right tools and info. However, you do have to follow the process set up by the state to ensure the state recognizes your business as an LLC. There are six steps you need to take to make this happen.
To create an LLC in New Jersey, you first need to register with the New Jersey Division of Revenue. This state agency sets the rules and terms for becoming an LLC in the state. The state’s laws indicate that all businesses in the state need to register if they:
Businesses should do this even if they are not aiming to become an LLC. Once you do that, you may then be able to move through the steps below.
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 use the New Jersey Business Name Search Tool 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:
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.
Once you have selected the name you wish to use, the next step is to reserve it. Under the state’s laws, you can reserve or park the name for 120 days. This allows you to hold onto it and doesn’t allow anyone else to use that name during this time.
To do this, complete the Application for Reservation of Name (UNRR-1). You can download and print this form at this website. Once you do that and completely fill it out, you will then need to mail it to:
NJ Division of Revenue
P.O. Box 308
Trenton, NJ 08646
There is a fee for filing this document of $50. Write a check to: Treasurer, State of New Jersey, to make this payment.
A second option for submitting this form is through the Central Forms Repository Home Page. You need to first register with the Division of Revenue & Enterprise Services to do this. You can do this free of charge at the website. This allows you to submit your application online.
Fill out the Application for Reservation of Name by filling in all boxes. To use this service, you need Adobe Acrobat Reader 9.1 or greater. Once you complete the form, simply click on the link at the bottom that reads: “Open the Central Forms Repository Home Page to state the Form Submission Process.” Follow the instructions provided on the screen.
The Division of Revenue does not allow in-person registration for this service. Use the mail or online options instead.
If you decide to do so, your next step is to complete a “Doing Business As” or DBA.
You may not want to use your LLC’s actual name as the name you register legally for public records filings. You don’t have to use the name you are using in the real world if you do not want to. You can choose an alternate name to use or DBA. The state allows this if you file the proper steps to do so.
If you plan to use a DBA in New Jersey, you need to register your name with the same organization – the New Jersey Division of Revenue & Enterprise Services. This process requires completing The Registration of Alternate Name document, called Form C-150G. You can follow the same process above, completing the process online or by downloading and printing the form and then making it to the address above. To complete this form, you’ll need to pay a fee of $50. The registration remains in place for five years.
It may be worth taking this step for multiple reasons. If you’re unsure if it would help you, consider your legal options.
Another step you may need to take is to register your business name for a trademark. You can do that through the state’s website. This is all done online through forms you can download and print off to mail in or submit the information online.
Visit the Division of Revenue and Enterprise Services website. You can use the forms linked on this website to register, renew, assign, cancel, or amend a state trademark or service mark. The process is $50 per registered name and $50 for each additional classification as it applies to your situation.
Also, if you need help learning if you should file trademarks and information about copyrights or talents that may be associated with your business, the state can help you with that. You can register a brand or service with the state by submitting form TMSM-01 to the Division of Revenue. Then, mail it to:
New Jersey Division of Revenue
Trade/Service Mark Unit
P.O. Box 452
Trenton, NJ 08646-0453
Keep in mind this registration is only at the state level. Many times, you will also need to continue the process through the federal government. That is done through the United States Patent and Trademark Office (USPTO). To do this, you may need to start by searching existing trademarks to ensure yours is unique. The process can be done at the USPTO website. It’s a process that typically only takes a short amount of time to complete.
Then, after doing that, you can apply for a federal trademark online. This is done through an online portal at the USPTO website. Once filed, the application is then reviewed by an attorney for the USPTO. They then determine if you can use that brand trademark based on whether it is too similar to another brand trademark.
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.
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.
There is a fee for completing this process of $125. You can pay that online using a credit card or send in a check for it.
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.
In all cases, working through the business formation process is necessary. Once done, it produces a 10-digital number. This number serves as a way for the state to identify the business.
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:
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.
As for the Certificate of Authorization to Collect Sales Tax, that is only provided to your business if you are collecting sales tax from transactions you have. If that is the case, you will need to have this number and certificate displayed in your place of business.
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.
This agent is a big part of how the court and legal system work. That is why it is so critical that you have one named for your business. It allows the state and court system to know where to send legal mail and court documents related to your business. More so, it allows for these documents to be accounted for within the state.
Your Certificate of Formation in the state will not be complete until you complete this information on your Registered Agent. There is an option to do this yourself, but many LLCs prefer to hire a third party to handle this for them. A registered agent service is available through our services.
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.
Once this address is online, it is accessible by any member of the public. It can also be downloaded by organizations and published on their websites. This may allow for public record websites to gain information and publish that. In short, the address listed may end up on many websites, and it becomes easy for anyone to locate that info.
To become a registered agent in New Jersey, there are three main requirements. Those include:
If the LLC does not have a physical address in New Jersey, the person operating as a registered agent must be someone who lives in the state or has the authorization to do business in New Jersey.
What does this agent do for you? The agent needs to be free during business hours to receive service of process for the LLC. It also receives any official papers mailed to or delivered to the business. This may include things like license renewals or tax forms.
The agent is then required to alert the business owner whenever it receives any documentation for the company. The agent has the responsibility of getting these to the business owner as soon as possible. Additionally, if you use Registered Agent services, they may also help with other needs, such as registration of your company, sending you renewal information for licenses, or maintaining documents for you.
For those who wish to use our services for a Registered Agent, we’re happy to help you. We can do business on your behalf in the state of New Jersey.
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.
It is a document that helps protect the business’s operations by creating clear, easy-to-understand rules and expectations for your business. It outlines the ownership structure of the business and the operating procedures for it.
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:
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.
If this applies to your situation, you will need to complete the application for your EIN. This can be done at the EIN website from the IRS. It takes only a few minutes to complete and, when done online, can provide you with your EIN right away.
If you do not want to complete the EIN application online, you can submit it other ways. First, download and complete Form SS-4 to do this. That’s the application you need. Then, obtain the proper fax number based on where you file your taxes. You can fax or mail it to the information in that link.
It is also possible to apply over the phone if you are an international applicant. To do that, call 267-941-1099 between the hours of 6 a.m. and 11 p.m. Eastern Standard Time, Monday through Friday. The person calling must be authorized by the business to answer questions about the company.
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.
Completing the EIN process can be a bit confusing. However, our team can help you! Reach out to us now for more information.
n the formation of your business, you set up your state’s tax ID. This allows your business to file taxes as required under state law. Here’s a look at some of the tax rules for LLCs in New Jersey that may apply to your situation.
In New Jersey, taxes are reported at three levels: local community taxes, state taxes, and federal taxes. It’s worth discussing options with your accountant if you are unsure how to establish your business.
It’s important to understand that an LLC is a pass-through tax entity. That means that the LLC itself does not pay income taxes, but rather the members of the LLC report their income. The members of the LLC pay taxes on the earnings of the LLC.
All businesses that have a point of sale need to collect sales tax. As noted, the state will tell you if that is necessary when you register. You’ve already registered your business with the state’s taxation organization as a part of the formation process. If you have not done that yet, go back to do so.
If you are a single-member LLC, you will not file business income tax returns. That’s because the income is treated as income to the member. You will need to complete forms NJ-1040 or NJ-1040NR at tax time to complete your taxes. A component of this is paying self-employment tax. The current rate is 15.3 percent. You may be able to deduct some employment taxes from this.
Payroll tax is paid if your LLC has employees. Setting up payroll and managing the collection process are critical in ensuring you do not face fines later. All employers in New Jersey pay payroll tax.
Your LLC may need to pay other taxes depending on the industry it is a part of – for example, if you export certain goods, you may have to pay additional costs and taxes such as duties. Those selling fuel in the state may also have to pay additional costs.
Now that you have your LLC in place, it’s time to take care of some additional steps.
Be sure that you have a separate business bank account from your personal expenses and income for your LLC. It can help provide separation of assets and liabilities to aid in protecting your personal assets.
You will need to maintain your registration for your LLC. This registration includes a $75 annual report. Additional costs may apply to your business, such as your license, depending on your industry.
Spend some time setting up your business finances. Work closely with an accountant on this process. You’ll want to be sure you are getting the most for any tax breaks out there for your business. Also, talk to a lawyer about any other steps you can take to protect your business assets.
Depending on the industry you operate in, you may need to obtain a permit or license to operate. This permit keeps your business in compliance with state laws. How do you know what you need? The state makes that easy. Check out the Licensing and Certification Guide from the state of New Jersey to find out what you need to qualify to obtain it.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.