Updated on November 9th, 2021
The New Jersey LLC operating agreement is used by owners of limited liability companies to lay out the ownership structure, financial management, and various company policies.
Without an operating agreement in place, default state laws will govern the LLC structure, which may not benefit all parties. For example, without an operating agreement in place, profits will be divided equally amongst LLC members despite an unequal distribution of company ownership. The agreement also serves to protect its members from legal action taken against the company and any debts that the company may acquire.
Single-Member LLC Operating Agreement – LLCs with only one (1) owner should use this document.
Multi-Member LLC Operating Agreement – Limited liability companies with two (2) or more owners should use this operating agreement.
- Chapter: Title 42, Chapter 2C
- Definitions: § 42:2C-2
- Formation: § 42:2C-18
- Naming of LLCs: § 42:2C-8
- Step 1 – Choose the Entity Name
- Step 2 – Select a Registered Agent
- Step 3 – Obtain an EIN
- Step 4 – File Certificate of Formation
- Step 5 – File the Tax/Employer Registration
- Step 6 – Create an Operating Agreement
- Step 7 – File Annual Report
In order to comply with New Jersey state law, each LLC name must be unique and contain the words “Limited Liability Company,” “LLC,” or “L.L.C.”
To verify the selected name is unique, a Business Name Search may be completed.
Once the name has been verified to not be in use by any other entity, it may be reserved for up to one hundred twenty (120) days with an Application for Reservation of Name. It may be filed online or by mail in accordance with these instructions.
If filed by mail, the documents should be filed in duplicate with a $50 check made payable to “Treasurer, State of New Jersey.” Once completed, it may be mailed to the address below.
NJ Division of Revenue
PO Box 308
Trenton, NJ 08646
Every LLC must select an agent able to receive service of process on behalf of the LLC. The registered agent may be a New Jersey resident above the age of eighteen (18) or a New Jersey company with the right to do business in the state. In either case, the agent must have a physical New Jersey street address.
The state of New Jersey requires that all LLCs obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) in order to file a Certificate of Formation. This may only be avoided by single-member LLCs with no employees that do not wish to be taxed as a corporation. The EIN may be obtained in the following two (2) ways.
Once an EIN has been obtained, the LLC may file a Certificate of Formation with the state and legitimize the LLC in the eyes of the state of New Jersey. Foreign entities may file for a Certificate of Authorization.
For both domestic and foreign LLC filings, New Jersey Business Formation web portal must be used as the filings may only be made online.
- Navigate to the New Jersey Business Formation web portal.
- Click Select One and open up the dropdown menu and select the option that applies to your business.
- Enter your “Business Name” in the appropriate space.
- On the next page, click Select One and choose the business designator from the dropdown menu. Click Continue.
- In the following windows, the business info, purpose, main address, and registered agent’s info can be submitted.
- Click Continue, and follow the prompts until the Certificate Formation has been filed.
Once all the necessary data has been submitted, the filing fee of $125 can be paid online to submit the registration documents to the New Jersey Department of Treasury.
Every LLC in New Jersey must register with the New Jersey Division of Revenue, without exception. Once the Certificate of Formation/Authority has been filed, form NJ-REG must be filed. This applies to all domestic and foreign LLCs. This may be filed online.
Once the Certificate of Formation/Authority and the NJ-REG have been successfully filed, the LLCs will be able to obtain a Business Registration Certificate (BRC) as well as apply for tax credits and grants from the state.
New Jersey law does not require the execution of an operating agreement; however, owners of LLCs would be wise to create the agreement as it protects them from litigation and company debt. An operating agreement also allows them to manage the internal structure of their company as they see fit.
An annual report must be provided every year on the anniversary month of the registration of the LLC. The report keeps the Department of Treasury up to date with the LLC business information and ownership structure.
It may be filed online here, and the filing fee is $50.
Filing Options: Online