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.
On this page, you’ll learn about the following:
- What is Certificate of Formation?
- How to File Certificate of Formation in New Jersey?
- Step 1: Choose a Name for Your LLC
- Step 2: Appoint a Registered Agent
- Step 3: Prepare Your Certificate of Formation
- Step 4: File the Certificate of Formation
- Step 5: Obtain an Employer Identification Number (EIN)
- Step 6: Create an Operating Agreement
- Step 7: Register for State and Local Taxes and Licenses
- Step 8: Maintain Ongoing Compliance
- FAQs
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?
It is not uncommon for businesses to evolve over time, and as a result, the need to make changes to their LLC documents may arise. Fortunately, the state of New Jersey does allow for certain modifications to be made to an LLC Certificate of Formation. However, it is important to understand what changes can be made and the process for making them.
One common reason for wanting to modify an LLC Certificate of Formation is to change the name of the company. Perhaps your business has rebranded, or maybe you simply want to update the name to better reflect the products or services you offer. Whatever the reason, changing the name of your LLC is possible, but it requires filing an Amendment to the Certificate of Formation with the Division of Revenue and Enterprise Services. This document must include the new name of the company and a resolution from the members authorizing the name change.
Another common modification that may need to be made to an LLC Certificate of Formation is updating the address of the company. Whether you are moving to a new location or simply changing your mailing address, it is essential to keep this information current with the state. Like changing the name of the company, updating the address requires filing an Amendment to the Certificate of Formation.
In addition to changes in name or address, there may be other modifications that you need to make to your LLC Certificate of Formation. For example, you may need to add or remove members, change the purpose of the company, or update other relevant information. Whatever the change, it is essential to follow the proper procedures and file the necessary paperwork with the Division of Revenue and Enterprise Services.
It is important to note that while some modifications can be made to an LLC Certificate of Formation, there are limitations to what changes can be made. For example, you cannot change the type of business entity (e.g., from LLC to corporation) or make changes that would violate state law. Therefore, it is crucial to carefully review the regulations and requirements for modifying an LLC Certificate of Formation before proceeding with any changes.
In conclusion, while establishing an LLC in New Jersey is a relatively simple process, there may come a time when modifications need to be made to the company’s Certificate of Formation. Whether it is changing the name of the company, updating the address, or making other modifications, it is essential to follow the proper procedures and file the necessary paperwork with the Division of Revenue and Enterprise Services. By staying compliant with state regulations and requirements, you can ensure that your LLC maintains its legal standing and continues to operate smoothly.
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.