How to Form an LLC in New Jersey in 7 Steps

New Jersey law requires that the business name be unique and different from any other company's name. The business name must end with "limited liability company," or its abbreviation, such as LLC or L.L.C. Below are some considerations when picking your business name.

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• Search Name Availability. Your first task will be to search the New Jersey Business Record Service Name Database to check for name conflicts and ensure that any other New Jersey company does not use the name you have chosen.
• Reserve Your Business Name. Once you have a unique business name, file an Application for Reservation of Name with the Division of Revenue and Enterprise Services Central Forms Repository. You can file the form online or via mail for a $50 fee. A name reservation is not mandatory but keeps anyone else from using your name while you organize your LLC. The name reservation protects your name for 120 days.
• Protect Your Business Name. Next, make sure that no one else can use your business name in business or on the internet. You do this by doing a name search to make sure that the internet domain name is available. If it is available, register your domain name.

If you want to do business nationally or protect your trade name brand, you should trademark the name with the United States Patent and Trademark Office (USPTO). This process takes some time and money. The name is still protected as a common law trademark while that application is pending.

Once you receive your federal trademark, apply to the New Jersey Secretary of State to register it as a New Jersey Trademark or Service Mark. You may also trademark the name only in the state of New Jersey.

Your NJ LLC needs a registered agent. A registered agent receives service of process (legal documents) on behalf of the LLC. A New Jersey registered agent can be an individual or a company. You can be your own registered agent. The registered agent, either a person or company, must have a physical address in New Jersey. It must be a street address, not a P.O. Box. Some business owners use a professional registered agent service company to act as the registered agent.

You are now ready to compose and file your certificate of formation business registration with the New Jersey Secretary of State.

Your certificate of formation document requires the following:

• An LLC name
• The business purpose of the LLC
• The LLC date of formation
• The Registered agent's name, email, and New Jersey street address
• The Dissolution date if your LLC will terminate on a specific date (if you leave this blank the LLC will continue indefinitely)
• A signature of the member or authorized person completing the form
• If the LLC is a foreign (non-New Jersey corporation), the application must include a certificate of good standing in its home state
• The filing fee of $125

File the certificate of formation either by mail or online. If filed online, you will receive a copy of your certificate immediately. A mailed copy takes about ten days.

An LLC operating agreement is a legal document that sets forth the rules of your business operation. It is much like the bylaws of a corporation. Some states require that an LLC has an operating agreement, but New Jersey is not one of them. There are other reasons to have one, even if you are a single-member LLC.

A bank may want to see your operating agreement and certificate of formation when opening a business bank account or getting a loan or credit card account. Additionally, if you're going to attract new members or sell the LLC, you will need an operating agreement.

An operating agreement can be relatively simple, but you want to address the following:

• Management
• Ownership percentage of each member
• Structure of profit and loss distributions
• Voting rights of members
• Responsibilities of members and managers
• Procedures for holding meetings
• Rules for buyouts, buy-sell agreements, or transfers on death

Apply for an Employer Identification Number (EIN), especially if you plan to have employees or your LLC has more than one member. An EIN, or taxpayer identification number, is similar to a Social Security number for your business.

An EIN will allow your LLC to file taxes and open a small business bank account. It also establishes your business as an independent entity.

You can apply for an EIN online with the Internal Revenue Service (IRS) or file IRS form SS-4 by mail or fax. The response time depends on how you apply. If you apply online, you will receive an immediate reply from the IRS. An application by fax will receive an answer in 3-4 business days. An application sent to the IRS through the mail will typically receive a response from the IRS after 4-5 weeks.

Once you have created your LLC, you must register the business with the New Jersey Department of Revenue & Enterprise Services. Register within 60 days from the formation date using their online business registration portal.

Additionally, you must set up federal, state, and local tax accounts, especially if you have employees.

There's a new requirement that you must file a Beneficial Ownership Information Report (BOIR) with FinCEN after forming an LLC. If you create your LLC in 2024, you must file within 90 days from the day your LLC received notice of its creation/registration or 90 days from the day the Secretary of State or similar office first provided public notice of your company’s creation/registration, whichever is earlier. If you form your LLC after January 1, 2025, you must file within 30 calendar days from the date you receive actual or public notice of the LLC’s creation or registration. 

Visit www.fincen.gov/boi to file a BOIR and select “File BOIR.” You will be required to provide information regarding your LLC, its beneficial owners, and its applicants. Your LLC's beneficial owners are those who have substantial control over the LLC and/or own a minimum of 25% of the interests. Your LLC’s applicants are those who were responsible for filing the document that created or registered the LLC or who directly filed it.

Note: On March 1, 2024, the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act was unconstitutional. At this time, it is unclear if the federal BOIR requirement will be enforceable. Business owners of LLCs formed before January 1, 2024, may want to wait until closer to the January 1, 2025 filing deadline to check if they must file a BOIR for their business. For LLCs formed in 2024, business owners may want to check right before their 90-day deadline to see if the BOIR requirement is applicable.