Certificate of Formation in New Jersey | How to File in 2023

Forming a Limited Liability Company (LLC) in New Jersey is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Certificate of Formation with the New Jersey Secretary of State. This article will provide a comprehensive guide on How to File Certificate of Formation in New Jersey.

Webinarcare Editorial Team will help you understand the necessary steps to file for Certificate of Formation. It would be best if all the factors in this article guided you.

What is Certificate of Formation?

Certificate of Formation is a legal document filed with the New Jersey Secretary of State to establish a Limited Liability Company (LLC) officially. The Certificate of Formation contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by New Jersey, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Certificate of Formation typically contains the following information:

• Company name
• The effective date of the company
• The headquarters of the company
• The company’s goal
• The period of the company’s operations
• Copy of the name registration certificate for the company
• Registered Agent’s and organizers’ names and addresses
• At least one company employee

Recommended: Filing Certificate of Formation is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom – ($0 + State Fee)

How to File Certificate of Formation in New Jersey?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Certificate of Formation in your New Jersey LLC. Here are the steps and guidelines for filing. 

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Certificate of Formation is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

• The name must be distinguishable from other registered business names in the state.
• The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.“
• The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, New Jersey Division of Revenue & Enterprise Services, usually available on the New Jersey Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your New Jersey LLC. Most states require LLCs to designate a Registered Agent when filing the Certificate of Formation. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business. 

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional New Jersey Registered Agent Services.

Step 3: Prepare Your Certificate of Formation

The Certificate of Formation is the legal document that officially establishes your New Jersey LLC. While the specific requirements in New Jersey, the document  includes the following information:

• The LLC’s name
• The name and address of the Registered Agent
• The principal office address
• The purpose of the LLC
• The management structure (member-managed or manager-managed)
• The names and addresses of the initial members or managers
• The duration of the LLC, if not perpetual

In New Jersey, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation. 

Consult the New Jersey guidelines to ensure you include all necessary information.

Step 4: File the Certificate of Formation

Once your LLC Certificate of Formation is prepared, please submit it to the New Jersey Secretary of State. The submission process may vary depending on the method of choice; New Jersey allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Certificate of Formation form for your LLC, go to the website of the New Jersey Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the New Jersey Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Certificate of Formation form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

• The Certificate of Formation must be downloaded in the New Jersey Secretary of State
• Complete the necessary details in the form. 
• Two copies of the Certificate of Formation must be completed.
• Include the two papers with the New Jersey LLC name reservation certificate in a self-addressed, stamped envelope.
• Submit all paperwork to New Jersey Division of Revenue, P.O. Box 308, Trenton, NJ 08646.

Costs of Filing Certificate of Formation

Along with the filing of Certificate of Formation, you must pay a filing fee. In New Jersey, the Certificate of Formation fee costs around $125 which you can pay in the New Jersey Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out New Jersey LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Certificate of Formation has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

The application of an EIN in New Jersey 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 the 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.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom – ($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in New Jersey is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In New Jersey, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in New Jersey Division of Taxation.

In terms of franchise tax for your LLC in New Jersey, there is $500 minimum. Consult your New Jersey Division of Taxation and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in New Jersey, paying required fees every 1 year (end of the anniversary month), and keeping accurate records of your LLC’s activities. Stay informed about New Jersey specific requirements to ensure your LLC remains in good standing.

Is the Certificate of Formation necessary to be filed in New Jersey?

Yes, the Certificate of Formation is necessary to be filed with New Jersey Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Certificate of Formation is essential in forming a business and ensuring it operates legally and is recognized by New Jersey.

What is the best way to file Certificate of Formation? Is it online or by mail?

The best way to file Certificate of Formation depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

• Faster processing time, as it is usually processed within a few days or even hours.
• Immediate confirmation of submission and payment.
• Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

• Some people prefer the traditional method and feel more comfortable with paper documentation.
• You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the New Jersey Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Certificate of Formation.

FAQs

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Can You Change or Modify Your New Jersey LLC Certificate of Formation?

Can You Change or Modify Your New Jersey LLC Certificate of Formation

Setting up a limited liability company (LLC) in the state of New Jersey is a relatively straightforward process. Like any other business entity, LLCs are governed by certain legal requirements that need to be fulfilled prior to being able to conduct business. Among these requirements is the filing of a Certificate of Formation, a critical document that officially establishes the LLC. However, what happens when changes need to be made to this foundational certificate? Can you modify or alter your New Jersey LLC Certificate of Formation?

The short answer is yes, you can change or modify your New Jersey LLC Certificate of Formation under certain circumstances. However, it is essential to understand the process and comply with the specified procedures to make these modifications legally valid.

In New Jersey, the governing body responsible for the formation and maintenance of LLCs is the Division of Revenue and Enterprise Services (DORES). If you need to modify or update certain information provided in your Certificate of Formation, you must file an amendment with the DORES. Amendments are necessary when you need to change your LLC’s name, the business purpose, registered agent or registered office address, or when there are changes to the ownership structure or management of the company.

To initiate the amendment process, you must complete a specific form provided by the DORES. This form, known as a Certificate of Amendment, can be downloaded from the Division’s official website or obtained by mail. The Certificate of Amendment requires you to input the LLC name, the current date, detailed information about the amendment(s) being made, and the appropriate signatures. Once the form is complete, it must be filed with the DORES, along with the required filing fee.

It is important to note that the amendment should comply with New Jersey’s The New Jersey Revised Statutes, specifically Title 42. The Revised Statutes dictate the legality and permissibility of changes to an LLC’s Certificate of Formation. To ensure that your amendment is legally valid, it is advisable to seek legal guidance or assistance from a qualified professional familiar with New Jersey’s LLC regulations.

Overall, the ability to change or modify your New Jersey LLC Certificate of Formation provides flexibility and adaptability to businesses operating as LLCs. Changes may be necessary due to business growth, rebranding efforts, shifts in ownership structure, or other strategic reasons. By complying with the outlined procedures and regulations set by the DORES, business owners can effectively modify their Certificate of Formation, keeping their LLC in good standing with the state of New Jersey.

In conclusion, regardless of the comforts of the initial LLC formation process, situations may arise demanding changes to the Certificate of Formation of a New Jersey LLC. The option to modify or alter this foundational document offers businesses a solution and helps maintain regulatory compliance. Understanding the specific processes and regulations for such changes is crucial for any responsible business owner, ensuring a smooth transition and avoiding legal complications.

Conclusion

Registering an LLC Certificate of Formation is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.