How to Start an L.L.C. in New Jersey?

Vaibhav Rathi

30 Mar, 2024

Before starting a business, one must decide which business entity is best. An L.L.C. is a business-friendly and popular choice in New Jersey. L.L.C. is a typical business structure in the United States, accounting for over a third of all businesses nationwide. A significant benefit of running an L.L.C. is that it provides limited liability to business owners by shielding them from legal and financial responsibility and many business debts. The owners of an L.L.C. are known as “members”. You can form an L.L.C. in New Jersey through the New Jersey Secretary of State. Register with the Secretary of State and pay L.L.C. formation fees to start operating an L.L.C.

Steps to Start an L.L.C. in New Jersey

Name your New Jersey L.L.C.

Before you register your L.L.C., you need to choose a name to include in the articles of organization. The name of the L.L.C. must comply with the naming requirements, which are as follows:

1. The name of the L.L.C. must include words such as Limited Liability Company, L.L.C. or L.L.C.
2. The name of the L.L.C. must be unique and not the same as an existing business in the State. A search can be conducted on the Secretary of State’s website to determine whether a business name is in use.
3. The name of the L.L.C. cannot use words used by the government agencies such as State Department, C.I.A., F.B.I., Treasury, etc.
4. A few restricted words, such as bank, attorney, lawyer, credit union, etc., may require more documentation and license paperwork.

Additional considerations:–

• URL availability: Even if you think you’ll not need a webpage, at least reserve an option to have one in the future by buying a domain name. Ensuring the URL is available before you register your L.L.C. name is good.
• Reserve your name: If you are concerned that someone else might take your name, you can reserve the name for up to 120 days by paying a small fee.

Choose a registered agent

Appointment of a registered agent is mandatory for an L.L.C. A registered agent can be either a person or an entity authorized to accept service of processes and other official legal documents and notices on behalf of your L.L.C. The registered agent offers a registered agent service and can be a person or an entity. A registered agent has to qualify for the following criteria:-

1. It must provide registered agent services.
2. It must have an address in New Jersey.
3. It must be on-site and available to accept documents during regular business hours.

Ensure New Jersey L.L.C. has obtained the necessary business license or permit

Several businesses operating in New Jersey need business licenses. L.L.C.s should check this New Jersey government website checklist to determine whether the business needs a license.

Prepare and file Articles of Organization

Articles of Organization are the document that establishes L.L.C. formally by laying out basic information about it. One has to prepare the articles of organization and file them with the New Jersey Secretary of State to register New Jersey L.L.C. properly. It includes filing a simple online form and submitting it. It can also be sent by mail. Usually, the following information is provided to prepare the certification of formation:-

1. Name of the L.L.C.
2. Address of the L.L.C.’s principal place of business
3. Purpose of the L.L.C.
4. The effective date of the L.L.C.
5. Expected duration of the L.L.C.
6. When will the articles become effective?
7. Name and address of the registered agent of L.L.C.
8. Name and address of the managers if the L.L.C. is manager-managed or the name and address of the members if it is member-managed.
9. The name, address, and signatures of the organizers

Receive a certificate from the State

On filing the certificate of formation, the secretary of State reviews the filing, and if the approval is granted, the L.L.C. becomes a legal business entity. The State issues a certificate confirming the L.L.C. formally comes into existence after the L.L.C.’s formation documents are filed and approved. This certificate allows the L.L.C. to obtain an Employer Identification Number (E.I.N.), obtain business licenses and open a business bank account.

Create an Operating Agreement

It is a document outlining the way an L.L.C. conducts business. It is not mandatory to have an operating agreement. Still, it is highly advisable as it is helpful for various reasons, such as settling disputes arising over financial agreements and other potential litigation. Without an operating agreement, the courts make determinations based on state law, which might not necessarily be in the L.L.C.’s and its members’ best interest. The operating agreement includes the following:-

1. Name and principal address of the L.L.C.
2. Duration of the L.L.C.
3. Information about the Certificate of Organization
4. Name and address of the registered agent
5. Purpose of the Business
6. Process in which profits and losses will be divided
7. Members and their contributions
8. Procedure for incoming and outgoing members
9. Indemnification and liability clauses
10. Management of the L.L.C.

Get an Employer Identification Number (E.I.N.)

E.I.N. is a nine-digit number assigned by the Internal Revenue Service to identify L.L.C.s for tax purposes. An E.I.N. can be obtained either by mail or online through the I.R.S. E.I.N. serves the following purpose:-

1. Open a business bank account
2. To hire employees
3. To file and manage taxes at the State as well as the federal level.

What measures are to be taken after registration of the L.L.C.?

A registered L.L.C. is a legal entity. To keep an L.L.C. compliant and in active status on the State’s website, the owners of the L.L.C. have to register with the New Jersey Department of Revenue, irrespective of whether the L.L.C. collects state tax or has employees. L.L.C.s in New Jersey are required to file an annual report, which becomes due on the last day of the anniversary month of the L.L.C.’s formation. An L.L.C. is also required to maintain a registered agent for the business. A registered L.L.C. comes with the following benefits:-

1. Obtain permits and licenses necessary to operate a business, such as health department permits, zoning permits, home occupation permits, professional licenses, etc. Some states require a seller’s permit to conduct sales.
2. Registering business with the State’s tax agency.
3. Opening a business bank account.
4. Applying for a business credit card.
5. Purchasing insurance for your L.L.C.
6. Protecting the name and logo with the trademark.

Wrap Up

In this blog, we have seen the requirements to start an L.L.C. in New Jersey. From choosing a name for the L.L.C. to obtaining an employer identification number, all are simple steps that must be followed to ensure that your L.L.C. in New Jersey is legally compliant.

FAQs