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

Last Updated on by | Proofread & Edited by Editorial Staff.
File Certificate of Formation in New Jersey

Forming a Limited Liability Company (LLC) 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 registering the Certificate of Formation with the New Jersey state agency. This article will provide a comprehensive guide on How to File Certificate of Formation in New Jersey.

Webinarcare Editorial Team will help you guide and understand the necessary steps to file for Certificate of Formation. You must be guided by all the factors gathered in this article.

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.

How to File Certificate of Formation

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.

It’s essential to choose a reliable and responsible New Jersey Registered Agent, as failure to receive and respond to legal documents can have serious consequences for your business. 

You can serve as your own Registered Agent or appoint a friend, family member, or 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 state’s New Jersey Business Name Search to see if the business name you want to use is available there. When submitting, you must include a copy of your name reservation and your completed Certificate of Formation form.

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 LLC 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.

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 personal 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, paying required fees which cost 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

What is an LLC?
LLC stands for ‘Limited Liability Company’ which is a type of legal structure where the owners aren’t personally liable for the company’s debts and obligations.
How do I file for LLC in New Jersey?
You will need to file a Certificate of Formation with the State of New Jersey’s Division of Revenue and Enterprise Services.
What are the fees to file LLC in NJ?
The fee for filing fees for a NJ LLC is $125 payable to the NJ Division of Revenue.
How long does it take to form an LLC in NJ?
It usually takes 2-3 days to form an LLC in NJ, if applying in-person or online through the State’s website.
Can I file the Certificate of Formation myself?
Yes, you can file the Certificate of Formation yourself, or you may have an attorney do it on your behalf.
Do I need an attorney to file an LLC in New Jersey?
No, you are not required to hire an attorney to form an LLC in NJ.
Can I file for an LLC online in NJ?
Yes, you can file for an LLC online through the State of New Jersey’s Division of Revenue and Enterprise Services website.
What information do I need to include in the NJ LLC filing?
You will need to include the name of your LLC, the registered agent, the business purpose, and the names of the members.
Can I change the registered agent for my NJ LLC?
Yes, you can change the registered agent for your NJ LLC at any time by filing an amendment to your Certificate of Formation with the State of New Jersey’s Division of Revenue and Enterprise Services.
For how many years is a Certificate of Formation active in New Jersey?
There’s no time limit. The Certificate of Formation remains effective until you dissolve your LLC.
After how many years will I need to renew my LLC in NJ?
Typically, LLCs would then file an annual report each year following formation to keep their company in good standing.
What is a registered agent?
A registered agent is a person or business that serves as a representative for your LLC and receives legal documents and important notices sent to your LLC.
Does my registered agent have to be a New Jersey resident?
No, your registered agent does not have to be a New Jersey resident but must have a physical address where legal documents can be served.
Do you need a business address to file an LLC in NJ?
Yes, you do need a business address to file an LLC in NJ.
Can I use my home address as the LLC business address in NJ?
Yes, you can use your home address as the LLC business address in NJ.
Can I use a PO Box address for my business in NJ?
No, you cannot use a PO Box address for your business in NJ. The registered agent needs to be a physical address.
Can I file an LLC in NJ without a social security number?
No, you need a social security number or EIN to file an LLC in NJ.
Where do I get an EIN for my LLC in NJ?
You can get an EIN for your LLC in NJ by visiting the Internal Revenue Service’s website.
How many members do I need to set up an LLC in New Jersey?
You can set up an LLC by yourself in New Jersey, and there’s no maximum number of members.
Can I operate an LLC without having a bank account?
No, it is highly recommended to have a separate business bank account for any personal and taxable transactions and withdrawing your profits.
Can one person be the only member of an LLC?
Yes, you can be the only member of an LLC in New Jersey.
Can foreign individuals or companies set up an LLC in New Jersey?
Yes, foreign individuals or companies can set up an LLC in NJ, to be treated much the same way as a local resident member.
Can I have someone else submit the Certificate of Formation on my behalf?
Yes, you can have anyone over 18 submit the Certificate of Formation on your behalf.
Should I file the LLC as a pass-through entity?
This is something you may want to discuss with an accountant but most single or closely-held LLCs will benefit from filing as pass-through entity status.
Is it possible to dissolve an LLC in NJ?
Yes, it’s possible. You will need to provide a certificate of termination and pay the necessary fee.
How do I get a certificate of good standing for my NJ LLC?
You can request verification of certification with preference to certificates of good standing online or over the phone.
How can I check the availability of an LLC name in New Jersey?
You can perform a business search on the New Jersey Department of Revenue website to check the name’s availability.
Can I reserve a business name in NJ?
Yes, for up to 120 days by filing a reservation application.
What does LLC mean for tax purposes in NJ?
Any NJ LLC has the option to be treated by IRS for federal tax purposes as either a sole proprietorship, partnership, C Corporation, or S Corporation.
Is certificate of formation a legal requirement a after filing an LLC in NJ?
Yes, it’s a legal requirement you file a certificate of formation after filing an LLC in New Jersey.

Also Read

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.

Leave a Comment