Understanding New Jersey LLC Laws
In this guide, we offer simple explanations to New Jersey LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
New Jersey LLC Formation Statute
The following LLC formation statutes are from the New Jersey Revised Uniform Limited Liability Company Act:
Section: 42:2C-18: Formation of limited liability company; certificate of formation.
18. Formation of Limited Liability Company; Certificate of Formation.
a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation.
b. A certificate of formation shall state:
(1) the name of the limited liability company, which complies with section 8 of this act; and
(2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company.
c. Subject to subsection c. of section 12 of this act, a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section. However, a statement in a certificate of formation is not effective as a statement of authority.
d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act.
e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate.
f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
L.2012, c.50, s.18.
What This Means: Key Takeaways*
Required Information for New Jersey LLC Formation:
- LLC’s name (Must meet New Jersey LLC naming requirements)
- LLC registered office’s New Jersey street address and registered agent name
Recommended: For help with completing the LLC formation forms, visit our New Jersey LLC Articles of Organization guide.
Registered Agent Duties and Appointment
New Jersey LLC laws defines the duties and appointment of the LLC registered agent.
New Jersey LLC Registered Agent Statute
The following registered agent statutes are from the New Jersey Revised Uniform Limited Liability Company Act:
Section: 42:2C-14: Office and agent for service of process.
a. A limited liability company shall designate and continuously maintain in this State:
(1) an office, which need not be a place of its activity in this State; and
(2) an agent for service of process.
b. A foreign limited liability company that has a certificate of authority under section 58 of this act shall designate and continuously maintain in this State an office and an agent for service of process.
c. An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this State or other person with authority to transact business in this State.
L.2012, c.50, s.14.
What This Means: Key Takeaways*
A New Jersey registered agent must:
- Maintain a registered office in New Jersey (i.e., no P.O. boxes)
- Be an individual, a New Jersey corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of New Jersey. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
New Jersey LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the New Jersey Revised Uniform Limited Liability Company Act:
Section: 42:2C-11: Operating agreement; scope, function, and limitations.
11. Operating Agreement; Scope, Function, and Limitations.
a. Except as provided in subsections b. and c. of this section, the operating agreement governs:
(1) relations among the members as members and between the members and the limited liability company;
(2) the rights and duties under this act of a person in the capacity of manager;
(3) the activities of the company and the conduct of those activities; and
(4) the means and conditions for amending the operating agreement.
b. To the extent the operating agreement does not otherwise provide for a matter described in subsection a. of this section, this act governs the matter.
c. An operating agreement may not:
(1) vary a limited liability company's capacity under section 5 of this act to sue and be sued in its own name;
(2) vary the law applicable under section 6 of this act;
(3) vary the power of the court under section 21 of this act;
(4) subject to subsections d. through g. of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;
(5) subject to subsections d. through g. of this section, eliminate the contractual obligation of good faith and fair dealing under subsection d. of section 39 of this act;
(6) unreasonably restrict the duties and rights stated in section 40 of this act;
(7) vary the power of a court to decree dissolution in the circumstances specified in paragraphs (4) and (5) of subsection a. of section 48 of this act;
(8) vary the requirement to wind up a limited liability company's business as specified in subsection a. and paragraph (1) of subsection b. of section 49 of this act;
(9) unreasonably restrict the right of a member to maintain an action under Article 9 (sections 67 through 72 of this act);
(10) restrict the right to approve a merger, conversion, or domestication under section 86 of this act to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or
(11) except as otherwise provided in subsection b. of section 13 of this act, restrict the rights under this act of a person other than a member or manager.
d. If not manifestly unreasonable, the operating agreement may:
(1) restrict or eliminate the duty:
(a) as required in paragraph (1) of subsection b. and subsection g. of section 39 of this act, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity;
(b) as required in paragraph (2) of subsection b. and subsection g. of section 39 of this act, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
(c) as required by paragraph (3) of subsection b. and subsection g. of section 39 of this act, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company;
(2) identify specific types or categories of activities that do not violate the duty of loyalty;
(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;
(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and
(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection d. and subsection g. of section 39 of this act.
e. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
f. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this act and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
g. The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 38 of this act and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for:
(1) breach of the duty of loyalty;
(2) a financial benefit received by the member or manager to which the member or manager is not entitled;
(3) a breach of a duty under section 36 of this act;
(4) intentional infliction of harm on the company or a member; or
(5) an intentional violation of criminal law.
h. The court shall decide any claim under paragraph (1) of subsection d. of this section that a term of an operating agreement is manifestly unreasonable. The court:
(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:
(a) the objective of the term is unreasonable; or
(b) the term is an unreasonable means to achieve the provision's objective.
i. This act is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
L.2012, c.50, s.11.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Annual Report Requirements
New Jersey LLC laws set out the requirements for annual LLC reporting. The State of New Jersey has created an annual report online portal to simplify the process.
New Jersey LLC Annual Report Statute
The following annual report statutes are from the New Jersey Revised Uniform Limited Liability Company Act:
Section: 42:2C-26: Annual report for filing office.
26. Annual Report for Filing Office.
a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth:
(1) the name and address of the limited liability company;
(2) the name and address of the registered agent of the limited liability company; and
(3) the name and addresses of the managing members or managers, as the case may be.
b. If no annual report is filed as required by this section for two consecutive years:
(1) the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company.
(2) the certificate of a foreign limited liability company may be revoked by the filing office.
(3) if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee, all delinquent annual report fees, and a late filing fee. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim. In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name. The filing office shall provide the forms necessary to effect annual report reinstatements.
L.2012, c.50, s.26.
What This Means: Key Takeaways*
Your New Jersey LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- the name and addresses of the managing members or managers
Annual Report Due Dates:
- Annual reports are due by the end of the month in which the LLC was formed, each year.
Late Filing of the New Jersey Annual Report:
- If you miss more than two years of annual reports, actions will be taken to dissolve the LLC
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.