How to Start a Limited Liability Partnership in New Jersey | 2023 Guide

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Start a Limited Liability Partnership in New Jersey

A Limited Liability Partnership (LLP) is a popular business structure offering the flexibility of a partnership while providing limited liability protection like starting an LLC in New Jersey. LLP structure is ideal for attorneys, accountants, and consultants. If you’re considering starting a Limited Liability Partnership in New Jersey, this comprehensive guide will walk you through the necessary steps, from researching and planning to ongoing compliance and reporting requirements.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your New Jersey LLP, all the steps in this article must guide you.

What is a Limited Liability Partnership?

Forming an LLP is like starting an LLC as well. However, there are differences in terms of it. A Limited Liability Partnership (LLP) is a type of business structure that combines elements of partnerships and corporations. It allows multiple individuals, known as partners, to jointly own and manage the business while providing limited liability protection to each partner. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.

LLPs are popular among professional service providers, such as lawyers, accountants, and consultants, as they allow for flexible management structures and profit-sharing arrangements. The partners in an LLP can directly manage the business, unlike forming a Corporation in New Jersey, where a board of directors typically handles the management.

Each partner’s liability is also limited to the extent of their investment, and they are not personally responsible for the negligence or misconduct of other partners. This is a key difference between an LLP and New Jersey General Partnership, where partners have unlimited liability for the partnership’s actions and other partners.

It is suggested that you speak with a legal professional before you begin setting up your limited liability partnership. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited liability partnership.

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Steps in Starting a Limited Liability Partnership in New Jersey

To form a limited liability partnership in New Jersey, you must consider following the below guidelines that include research and planning, choosing an LLP name, designating a Registered Agent, filing for Certificate of Formation, drafting a partnership agreement, get an EIN, obtaining necessary licenses and permits, the opening of business bank account and maintain ongoing compliance and reporting requirements. 

Step 1: Research and Planning

Before forming an LLP in New Jersey, you must familiarize yourself with the state’s laws and regulations governing LLPs. Conduct thorough research to determine if an LLP is the right business structure for your needs, and create a detailed business plan outlining your goals, strategies, and financial projections.

Step 2: Choose an LLP Name

Selecting a unique and appropriate name for your LLP is crucial. First, check the availability of your desired LLP name with the New Jersey business registry. Ensure that your chosen name follows New Jersey naming guidelines and requirements, which typically include the use of “Limited Liability Partnership” or “LLP” in the name. You can register and reserve the name with New Jersey Secretary of State if desired.

Here are some guidelines you must follow while naming your LLP in New Jersey- 

  • Be distinguishable from other businesses registered in your state
  • Include the words “Limited Liability Partnership,” “LLP,” or a similar abbreviation.
  • Not include words that are restricted by your state
  • Ensure that your chosen name does not infringe on any existing trademarks or intellectual property rights.

However, to check the availability of your desired LLP name, you can also search the New Jersey Secretary of State business name database and New Jersey Business Name Search. If the name is available, you may choose to reserve it for a specific period of 120 days by filing a name reservation application and paying the online name reservation fee of $50 and mail name reservation fee of $50. If your LLP plans to operate under a name other than its legal name, you may also need to register a fictitious or “Doing Business As” (DBA) name. 

The DBA filing can be done by two methods, by mail and in person, which costs around $50. In addition, the DBA’s validity in New Jersey is five years, which you can file in the New Jersey Secretary of State.

You can check out how to file a DBA in New Jersey for clearer understanding.

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Step 3: Designate a Registered Agent

In New Jersey, you’ll need to designate a Registered Agent for your LLP. The Registered Agent is responsible for receiving the partnership’s important legal and tax documents. Choose a qualified individual or New Jersey Registered Agent Services to serve as your LLP’s Registered Agent, ensuring that they meet New Jersey requirements.

However, If you plan to become a Registered Agent of your own LLP, follow the steps below. Also, this applies a guideline in hiring your registered agent.

  • Research the requirements in the state where you want to offer your service. Each state has specific criteria, such as having a physical address and being available during normal business hours.
  • Obtain a physical address in the state(s) if needed.
  • Be familiar with the rules, regulations, and compliance requirements for businesses in your state.
  • Create a business plan outlining your services, pricing, and marketing strategy.
  • Register your business entity, such as an LLP, if required.

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Step 4: File a Certificate of Limited Liability Partnership

To officially form your LLP, you must file a Certificate of Limited Liability Partnership with the New Jersey Secretary of State. Obtain the necessary forms and provide the required information, such as the LLP name, principal office address, registered agent’s name and address, names and addresses of partners, and management structure. Pay the required filing fee and submit the completed forms to the New Jersey Secretary of State’s office.

Step 5: Draft a Partnership Agreement

A well-crafted partnership agreement is essential for governing your LLP and protecting the interests of its partners. This document should cover crucial provisions such as roles and responsibilities of partners, profit and loss sharing, decision-making processes, partner admission and withdrawal, and dispute resolution. Consider having the partnership agreement reviewed by an attorney to ensure its completeness and compliance with New Jersey laws.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of New Jersey. The default laws in New Jersey might not be appropriate for your requirements.

Step 6: Get an EIN

Your LLP must obtain New Jersey Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The application of an EIN can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN, you can benefit in several ways. It will give your LLP the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 7: Obtain the Necessary Licenses and Permits

Depending on your specific industry, you may need to obtain New Jersey Business Licenses and permits to operate your LLP. Research your business’s licensing and permit requirements and apply for them accordingly.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in New Jersey.

Step 8: Open a Business Bank Account and Obtain Insurance

Maintaining clear financial records is crucial for any business, so open a separate bank account for your New Jersey LLP. Additionally, obtain the necessary New Jersey Business Insurance, such as general liability insurance, professional liability insurance (if applicable), and workers’ compensation insurance (if you have employees). 

Check the Best Bank for Small Businesses in New Jersey to open a bank account.

Step 9: Maintain Compliance and Reporting Requirements

Stay informed about and comply with relevant laws and regulations to keep your LLP in good standing. File Annual Reports with the New Jersey Secretary of State (if required), maintain accurate financial and operational records, and file and pay required taxes at the federal, New Jersey, and local levels.

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Advantages of Forming a Limited Liability Partnership in New Jersey

While the specific advantages of forming an LLP in New Jersey can vary depending on the state’s unique laws and regulations, several public benefits associated with LLPs often apply across jurisdictions. Here are some advantages to consider when forming an LLP in New Jersey:

  • Limited Liability Protection: One of the main benefits of an LLP is its limited liability protection to its partners. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.
  • Pass-through Taxation: An LLP typically enjoys pass-through taxation, which means that the profits and losses of the business are passed through to the partners, who report them on their personal income tax returns. This avoids the double taxation often associated with corporations.
  • Flexible Management Structure: Unlike corporations requiring a board of directors, LLPs allow for a more flexible management structure. Partners in an LLP can directly manage the business and make decisions without needing a formal board.
  • Profit-sharing Flexibility: The partnership agreement can outline the distribution of profits and losses among partners, allowing for a customized profit-sharing arrangement based on the partners’ preferences and contributions.
  • Easier Formation and Compliance: Forming an LLP is generally less complicated and expensive than forming a corporation. Ongoing compliance requirements may also be less burdensome than other business entities, depending on the specific laws and regulations in New Jersey.
  • Professional Credibility: Forming an LLP can enhance your business’s professional credibility, as it demonstrates a commitment to a formal business structure and can offer reassurance to clients, customers, and potential investors.

Bear in mind that the advantages of forming an LLP in New Jersey may vary based on the specific laws and regulations governing LLPs. Researching the applicable laws and consulting with legal or financial advisors is essential to fully understand the benefits and requirements of forming an LLP in New Jersey.

Cost of Forming an LLP in New Jersey

The cost of forming an LLP in New Jersey may vary depending on the required filing fees and any additional services you may need. The filing fee for a Certificate of Limited Liability Partnership typically ranges from $50 to $200, depending on the state.

Can I Form an LLP in Other States?

You can form an LLP (Limited Liability Partnership) in other states. To form an LLP in a different state, you must follow that state’s specific registration requirements and filing procedures. This usually involves filing an application or certificate of registration, paying a registration fee, and obtaining any necessary permits or licenses.

Additionally, you may need to register your LLP as New Jersey Foreign LLC if you plan to conduct business in multiple states. It is advisable to consult with an attorney or a business consultant familiar with the laws and regulations of the state where you plan to form your LLP.

Can an LLP Need to Have One Owner?

An LLP (Limited Liability Partnership) cannot have just one owner. By definition, an LLP is a partnership, which means it requires at least two partners to be formed. If you want a business structure with limited liability protection and only one owner, you may consider forming a Single-Member LLC in New Jersey instead. An LLC can have one or more owners, known as members, and offers limited liability protection and pass-through taxation. The requirements for forming an LLC will vary by state, so consult your state’s laws and regulations.

FAQs

What is a limited liability partnership (LLP) in New Jersey?
A limited liability partnership (LLP) in New Jersey is a legal structure that allows partners to operate a business without personal liability.
How many members do I need to start an LLP in New Jersey?
In New Jersey, an LLP can be formed with two or more members.
Do I need to file formation paperwork to start an LLP in New Jersey?
Yes, you need to file formation paperwork with the New Jersey Department of the Treasury.
Can an LLP in New Jersey have foreign partners?
Yes, an LLP in New Jersey can have foreign partners.
What types of businesses can start an LLP in New Jersey?
Any type of business, except for those that require a licensed professional.
What are some advantages of an LLP in New Jersey?
Some advantages include liability protection, tax flexibility, and pass-through taxation.
When must I renew my LLP registration in New Jersey?
Registration must be renewed every other year in New Jersey.
What is an LLP agreement in New Jersey?
This is a written agreement among partners defining the terms and conditions of the partnership.
Do I need a lawyer to draft an LLP agreement in New Jersey?
No, you can draft the agreement yourself or use a template available on the New Jersey Department of Treasury website.
What is an annual report for an LLP in New Jersey?
It’s a report that the New Jersey Department of Treasury requires every year to keep the LLP’s information updated.
Are there any tax benefits to operating an LLP in New Jersey?
Yes, as an LLP, you’ll be taxed similarly to a sole proprietorship or partnership, which can provide tax savings.
Can a New Jersey LLP convert to another business entity type?
Yes, you can convert to another business entity type at any time by filing the necessary paperwork.
How often do I need to file for an LLP in New Jersey?
Besides formation paperwork, renewal every second year, and an annual report requirement, there are no additional filings required in New Jersey for LLPs.
What is the personal liability of an LLP in New Jersey?
Partners do not typically have any form of personal liability for LLP debts upheld unless it’s something they performed independently fraudulently.
What’s the difference between an LLP and an LLC in New Jersey?
An LLP provides partners with liability protection, while with an LLC, members enjoy protection under the concept of separate legal entities associated with a formal structure.
What is the liability limitation for individuals in an LLP in New Jersey?
Within an LLP’s provisions in New Jersey, an individual partner incurs no more than their total stake in the LLP.
How is an LLP taxed in New Jersey?
An LLP is taxed as a pass-through entity in New Jersey, which means that profits and losses pass through to the partners’ personal tax returns.
Do all partners in an LLP need to be actively involved in the business in New Jersey?
No, at least one partner should be an active manager on behalf of the business since they all share liability exposure.
After filing documentation in New Jersey, how long does the LLP formation process take?
Formation using templates may only take a few hours, whereas documents prepared by lawyers may take up to several weeks.
Will I be required to report any earning statements with the Secretary of State in New Jersey?
No, LLPs in New Jersey are not required to file income statements with their declaration forms.
Can a solo business owner create an LLP in New Jersey and work without sharing equity or authority with others?
No, an LLP is a co-owned investment that shares responsibilities, authority and liabilities.
Can partners modify an LLP agreement after it is formed in New Jersey?
Changes to an LLP agreement may usually be made with the written approval of all members.
Can LLPs in New Jersey have investment partners as well?
Yes, LLPs in New Jersey may take on additional partner investments which, if they meet official requirements, could boost the LLP’s growth potential.
How affected are LLP annual fees in New Jersey by foreign individuals/shareholders within New Jersey?
New Jersey LLPs do not have any concerns about reporting company foreign ownership composition or its proportional shares in the LLP’s registration.
Does the Internal Revenue Service consider the same rules the Taxation Department of New Jersey would for LLP taxation purposes?
No, but the LLP may face federal taxes varying with federal standards meeting the same criteria employed by other LLCs and partnerships.
Is there an advantage to starting an LLP in New Jersey over any other state?
New Jersey has certain advantages such as robust infrastructure and transportation methods, networking opportunities, and diverse business culture.
Do LLPs share assets into one business bank account in New Jersey?
Partners should pool funds used within the partnership into a separate LLP bank account with distinct operations and auditing mechanisms.
Is it required an LLP partner in New Jersey finalize documents on behalf of a minor?
No, an LLP is explicitly prohibited from conducting business operations involving minors officially.
Can one partner in an LLP register certain things such as patents or business names?
Legislation on NJ’s LLPs forbids single LLP partner autonomy for registration or separation of the LLP’s main attributes without consultation with other LLP members.

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Conclusion

Starting an LLP in New Jersey may seem daunting, but you can successfully establish and run your business with thorough research, planning, and compliance with legal requirements. Feel free to seek professional assistance from legal or financial advisors when needed to ensure your Limited Liability Partnership’s smooth operation and growth in New Jersey.

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