Forming a New Jersey limited liability company
New Jersey might be one of the most complex in the country when it comes to creating your own entity. That’s why you may find our kit, downloadable for $34.95, extremely helpful. It provides examples of the forms you will need to file as well as discussions on the pros and cons of the LLC structure, instructions on getting an EIN for banking/tax purposes, and operating agreement templates for single or multiple-member LLCs.
If you’ve already done your homework and know what you are doing and why, you may just need a little help with how to fill out some of these documents, which you can read below.
1. Check if the LLC name you want is available
As a first step, you may want to check if the LLC name you want to use is even available. Here’s an easy and free way to do this: You can search for a similarly named LLC using the New Jersey Department of State’s online database at:
https://www.njportal.com/DOR/businessrecords/
The customer service representatives can check the availability of names as well, but it will cost $15 per name check and must be done in person, by mail, or via fax. The fax number is 609-984-6851. The physical address for the NJ Department of Revenue is:
NJ Division of Revenue,
Certification and Status Unit
225 West State Street
Trenton, NJ 08608
The mailing address is:
NJ Division of Revenue,
Certification and Status Unit
PO Box 451
Trenton, NJ 08646
Name availabilities are not 100% guaranteed by telephone, as documents are constantly being received and processed. You can guarantee a name by reserving it for a fee of $50. This reserves the name for 120 days. This is not a necessary step, but may be helpful if you are not going to file your LLC forms immediately.
2. Complete the Business Entity Public Record Filing
2.1 Download the Business Entity Public Record Filing from the New Jersey Department of State’s web site, then print this form
The URL, or web page address, for these forms is as shown below.
http://www.state.nj.us/treasury/revenue/pdforms/pubrec.pdf
2.2 Identify the name you want to use for your new LLC
Enter your business or investment name onto the lines provided. (I used the example name, “Acme Explosives LLC.”). The name must include “Limited Liability Company” or “L.L.C.” For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives L.L.C.
2.3 State the type of business entity
Enter the two or three-letter code that corresponds with the type of business you are forming/registering. Since you will be registering a Limited Liability Company, the code is LLC.
2.4 State the business purpose
Provide a brief description of the business purpose for the public record. This can be simple, such as “wholesaling to mining companies” or “technology consultant.”
2.5 Leave #4, Stock blank
Since you are an LLC, leave #4 blank.
2.6 State the duration of your LLC
List the duration of the entity. If the duration is indefinite or perpetual, leave the field blank. Most likely, it will be left blank.
2.7 Leave #6 and #7 blank
Since you are creating a domestic LLC, you can leave both #6 and #7 blank.
2.8 Provide your name as the registered agent
Enter one agent only. The agent may be an individual or a corporation duly registered, and in good standing with the State Treasurer.
2.9 Provide the registered office address
Provide a New Jersey street address. A P.O. Box may be used only if the street address is listed as well.
2.10 Indicate the address in which the LLC offices are located
Where the Certificate of Organization provides a space for it, specify the address in which the LLC offices are located.
2.11 Leave #9 blank
This section is for domestic corporations and limited partnerships. Therefore, it does not pertain to your LLC.
2.12 Sign in the appropriate space
The incorporator(s) and only the incorporator(s) may sign domestic profit, professional and non-profit corporate filings. Any authorized representative may sign domestic or foreign limited liability company filings.
2.13 Page 2 of this document does not need to be printed for LLC formation
Page 2 is for information regarding additional entities that do not pertain to your LLC. Therefore, you do not need to print this page.
3. Complete the Business Registration Application
3.1 Download the Business Registration Application
In addition to the Public Records Filing for New Business Entity form, you must also fill out the Business Registration Application. Download this form at:
http://www.state.nj.us/treasury/revenue/forms/njreg.pdf
3.2 Check the appropriate box to indicate reason for filing the application
Item A: Check only one box. Since this is an original application for a new business, you will check the first box.
3.3 Enter the FEIN or the SS number
Item B: Most LLCs will want to apply for an EIN (you can use the downloadable kit to walk you through those steps). If you will be applying for an employer identification number, check the box that shows you have applied for an FEIN.
3.4 Enter your LLC’s name
Item C: Enter your LLC’s name.
3.5 Leave Item D blank
Since the trade name is generally not different from the LLC’s name, you can leave this item blank.
3.6 Enter the address of the physical location of the business
Item E: do not use a PO Box address. Be sure to include the nine-digit zip-code.
3.7 Enter the name and address to which all New Jersey tax returns will be mailed
Item F: Be sure to include the nine-digit zip code. If you wish different type tax returns to go to different addresses, please attach a separate sheet and indicate the address to which each tax return is to go.
3.8 Enter the date that you started or assumed ownership of this business in New Jersey
Item G: If your business has not yet started, enter the date that you will commence doing business. Use today’s date if you only need a Business Registration Certificate.
3.9 Check the appropriate box for your type of ownership
Item H: Check LLC single member or LLC 1120 Filer if you have more than one member in your LLC.
3.10 Enter your New Jersey business code from Table A
Item I: If you are engaged in more than one type of business, enter the code for the
predominant one. This section must be completed to avoid delays in issuance of the Certificate of Authority or License. Acme Explosives wholesales industrial supplies, so the code is 4802.
3.11 Enter your New Jersey county/municipality code from Table B
Items J and K: These codes reflect the County/Municipality in which your business is located. For purposes of this example, I stated that municipality is Greenwich Township in Cumberland County.
3.12 State whether this is a year round business
Item L: If this business will be open all year, check the “YES” box. If this is a seasonal business, check “NO” and indicate the months the business is open.
3.13 Skip Item M
3.14 Enter the four-digit Standard Industrial Code (SIC), if known
Item N: Since this information is not required, you can leave it blank.
3.15 Enter the six-digit North American Industrial Classification System Code (NAICS), if known
Item O: See Table C to find the appropriate NAICS code. For Acme Explosives LLC, the code would be 422990, “Wholesaling other nondurable goods.”
3.16 Enter the name of the owner
Item P: Enter the social security number, title, and home address for each person listed.
3.17 Question 1
(a) Have you or will you be paying wages, salaries or commissions to employees working in New Jersey within the next 6 months, check “YES” and enter the date of the first payment. This date must be provided for Unemployment and Disability registration purposes. If “NO”, please be aware that if you begin paying wages you are required
to notify the Client Registration Bureau at (609)-292-1730.
(b) If 1(a) is “YES”, enter the date you hired your 1st New Jersey employee.
(c) This date must be provided for Unemployment and Disability registration purposes. Accumulate the gross periodic payrolls until they add up to a total of $1,000. Enter that date on line 1c.
(d) If you will be paying wages, salaries or commissions to New Jersey residents working outside New Jersey, check “YES”.
(e) If you will be the payer of pensions and/or annuities to New Jersey residents, check “YES” and enter the date of the first payment.
(f) If you will be holding legalized games of chance in New Jersey (as defined in Chapter 47 “Rules of Legalized Games of Chance”) where proceeds from any one prize exceed $1,000, check “YES” and enter the date of the first prize awarded. (NJ Lottery proceeds are not included.)
3.18 Question 2
If you purchased or otherwise came into possession of 90% or more of the assets of another business, check “Substantially all the assets”. If you purchased or otherwise received the right to continue to operate the entire trade or business of another employer, check “Trade or Business.” If you took over all the employees of an existing business, excluding corporate officers if any, check “Employees”.
Enter the name, any trade name and address of the business you acquired. Also enter the New Jersey Unemployment Registration Number or FEIN of the prior business as well as the date you purchased the business. Also indicate the percentage of assets, trade or business and employees that you took over from the prior business. If you did not acquire any of these, then go on to question 4.
3.19 Question 3
When the successor acquires or absorbs and continues the business of a subject predecessor, the successor employer must receive the transfer of the predecessor’s employment experience. The transfer of employment experience is required by law.
3.20 Question 4
Agricultural labor means the following activities:
- Services performed on a farm in connection with cultivation of the soil; raising or harvesting any agricultural or horticultural product; raising, feeding, caring for and managing livestock, bees, poultry or furbearing animals; handling, packaging, or processing any agricultural or horticultural commodity in its unmanufactured state; repair and maintenance of equipment or real property used in the agricultural activity; and transport of agricultural or horticultural supplies or products if not in the usual course of a trucking business;
- Service performed in a greenhouse or nursery if over 50 percent of the gross sales volume is attributable to products raised in the greenhouse or nursery; and
- Service performed by a cooperative of which the producer of the agricultural product is a member if the service performed is incidental and necessary to the delivery of the product to market in a finished state.
Agricultural labor does not include:
- Service performed at a race track;
- Service in the breeding, care or boarding of domesticated animals of a kind normally found in a home, such as dogs and cats;
- Service in a retail enterprise selling the product of an agricultural enterprise if the retail enterprise is not located on or contiguous to the site of production; or
- Service in a retail enterprise located on or contiguous to the site of production if greater than 50% of the gross sales volume of the retail enterprise is attributable to items not produced at the site.
3.21 Question 5
Household service means service of a personal nature performed outside of a business enterprise for a householder. Household service is normally performed in a private residence, but may be performed in other settings such as a nursing home or a yacht. Household service would include, but is not limited to, the following occupations: maids, butlers, cooks, valets, gardeners, chauffeurs; personal secretaries, baby-sitters and nurses’ aides.
(a) If “YES”, this date is to be provided for Unemployment and Disability registration purposes. Accumulate the gross periodic cash payrolls until they add up to a total of $1,000 in a calendar quarter. Enter that date here.
3.22 Question 6
Has the Internal Revenue Service determined that your organization is exempt from income tax as a 501(c)(3) organization? If yes, check “YES”.
3.23 Question 7
Any employing unit subject to the provisions of the Federal Unemployment Tax Act (FUTA) in the current or preceding calendar year automatically becomes an employer unless services are specifically excluded under the New Jersey Unemployment Law. An employing unit (other than one which employs agricultural workers) is generally subject to FUTA if it had covered employment during some portion of a day in 20 different calendar weeks within the calendar year or had a quarterly payroll of $1,500 or more.
3.24 Question 8
If you believe that you or your business is not required to pay unemployment and temporary disability contributions on wages paid to its employees, check “YES”, otherwise check “NO”. Examples are: This is a church or the only employees of this proprietorship are the spouse and children under age 18. You may be subject to New Jersey Gross Income Tax Withholding.
3.25 Question 9
For principal product or service in New Jersey only, please provide description for that product or service which accounts for over 50% of your business (i.e. fuel oil). Please briefly describe the type of activity your business is engaged in (i.e. drive a fuel truck to sell fuel oil to consumers).
3.26 Question 10
This information is to be supplied by every employer regardless of the number of work locations in New Jersey or the number of classes of industry which it is engaged in. Please do not describe work location by post office box number. The incorporated municipalities in which workers operate or to which they report daily should be named instead. If there is more than one location please list each location beginning with the largest employing facility first. Please provide the location address and indicate the nature of business conducted at each location. If two or more principal classes of activity are conducted at one location, please indicate. In describing the “Nature of Business”, classify your “Primary Activity” under one of the following: wholesale trade, retail trade, manufacturing, mining and quarrying, construction (general or specific), real estate, insurance, finance, transportation, communication, or other public utilities, personal service, business service, professional service, agriculture, forestry, fishery. If the
employing unit is engaged in trade, state under “Primary Activity” whether as wholesaler, commission merchant or wholesale branch of manufacturing concern, retailer (store, route, restaurant, fast food, service station, and the like), or retail branch of manufacturing concern. Please refer to the list of business codes provided. For units engaged in manufacturing, state the product which has the greatest gross annual value. Describe also the basic raw materials or articles. For units with more than one principal product or service, show percentage of gross value in each. For contractors (subcontractors) in construction, state the type of activity, such as general (building or other), highway, heavy marine (not ship), water well, demolition, or specific (i.e. plumbing, painting, masonry or stone, carpentry, roofing, concrete, general maintenance construction and the like), speculative builder, development builder. For service providers, state whether hotel, laundry, photography, barber or beauty, funeral, garment, hygienic, business janitor, news, radio, accounting, educational, repair, entertainment, amusement, athletic specific professional or the like. For the wholesaler or retailer, describe primary commodity. If engaged in marine transportation, state whether on inland water-ways, harbors, coastwise or trans-oceanic. For employers engaged in more than one business activity (i.e. service station, mini-mart) show (in the percent column) the relative gross business each activity does. The average number of employees on the payroll at each location and in each class of activity should be shown. Please continue on a separate sheet if needed.
3.27 Question 11
(a) If you will be collecting New Jersey Sales Tax and/or paying Use Tax check “YES” and enter the date of the first sale.
(b) Check “YES” if you will be making tax exempt purchases. If “YES”, you will be issued New Jersey Resale Certificates (ST-3) and/or Exempt Use Certificates (ST-4).
Note: Form ST-3, Resale Certificate. These are issued to a vendor by a purchaser who is not the “end user” of the goods or services being purchased. Form ST-4, Exempt Use Certificate. These are issued to a vendor by a purchaser who is purchasing goods for an exempt use.
(c) If your business is located within Atlantic City, Salem County, North Wildwood, Wildwood Crest or Wildwood, check the applicable box. If you are eligible for the New York/New Jersey Cooperative Interstate Sales Tax Agreement, indicate this in Question 18 under “Other State Taxes”.
(d) All NJ locations collecting NJ sales tax must be registered. If “YES”, attach a rider requesting consolidated reporting.
(e) If you sell, store, deliver or transport natural gas or electricity to users or customers whether by mains, lines, or pipes located within this State or by any other means of delivery, check “YES”.
3.28 Question 12
If you intend to sell cigarettes in New Jersey, check “YES”. If “YES”, complete Form REG-L if you are requesting a wholesaler, distributor or manufacturer license application. Complete Form CM-100 if you are applying for a retailer or vending machine license. You will be sent the appropriate license/license application after these forms are processed.
3.29 Question 13
(a) If you are a distributor or wholesaler of tobacco products other than cigarettes, check “YES”. Examples of tobacco products are: cigars, little cigars, cigarillos, chewing tobacco, pipe tobacco, smoking tobacco, tobacco substitutes and snuff. Cigarettes are exempt from the Tobacco Products Wholesale Sales and Use Tax.
(b) If the distributor or wholesaler has not collected the Tobacco Products Wholesale Sales and Use Tax from the retailer or consumer, the retailer or consumer is responsible for remitting the compensating use tax on the price paid or charged directly to the Division of Taxation within 20 days of the date the tax was required to be paid.
3.30 Question 14
If you are a manufacturer, wholesaler, distributor or retailer of “litter-generating products”, check “YES”. Litter-generating products are: food, soft drinks and carbonated water, beer, wine, distilled spirits, glass containers, metal containers, plastic or fiber containers, groceries, drugstore sundries, cigarettes and tobacco products, motor vehicle tires, newsprint and magazine paper stock, paper products and household paper, and cleaning agents and toiletries.
3.31 Question 15
If you are an owner or operator of a sanitary landfill facility in New Jersey, check “YES”. Then indicate the facility number and type as classified by the New Jersey Department of Environmental Protection. Registration instructions for the Solid Waste Services and Landfill Closure and Contingency taxes will be forwarded.
3.32 Question 16
(a) If you operate a facility that has the total combined capacity to store 200,000 gallons or more of petroleum products, check “YES”.
(b) If you operate a facility that has the total combined capacity to store 20,000 gallons of hazardous chemicals, check “YES”.
(c) If you store petroleum products or hazardous chemicals at a public storage terminal, check “YES”, and enter the name of the terminal. A Spill Compensation and Control Tax registration application will be forwarded.
3.33 Question 17
(a) If your company will be involved with the sale or transport of motor fuels and/or petroleum, check “YES”. If “YES”, complete Form REGL if you are requesting a wholesaler, distributor, import, export, seller/use, gasoline jobber, or storage facility operator license application. Complete Form CM-100 if you are applying for a retail dealer or transport license. You will be sent the appropriate license/license application after these forms are processed.
(b) If your company is engaged in refining and/or distributing petroleum products for distribution in this State, or importing petroleum products into New Jersey for consumption in New Jersey, check “YES”. If you have checked “YES”, complete Form REG-L and return it with your competed NJ-REG.
(c) If you checked “YES”, you will be sent a Direct Payment Permit application
3.34 Question 18
If you will be providing goods or services to casino licensees or acting as a contractor or subcontractor to the State or its agencies, check the “YES” box.
3.35 Question 19
Businesses involved in the rental of motor vehicles (less than 28 day agreements), including passenger autos, trucks and trailers designed for use on the highways, other than those used for the transportation of commercial freight, are subject to the payment of a $2 per day Domestic Security Fee. If eligible, a business must check YES and go to
http://www.state.nj.us/treasury/taxation/prntmisc.shtml
for instructions on how to report and pay the fee quarterly either electronically or by phone (Form DSF-100).
3.36 Question 20
Businesses engaged in the rental of rooms in a hotel, motel, bed & breakfast or similar facility are required to collect a State Occupancy Fee of 5% as of 7-1-04. In addition, a Municipal Occupancy Tax of up to 3% must also be collected, if enacted by the municipality where the facility is located. If such a facility, check YES. You will receive the HM-100 return, which must be filed with payment by the 20th of each month. For additional information on the Fee and a list of municipalities that have enacted the Tax, go to:
http://www.state.nj.us/treasury/taxation/hotelfeeinfo.shtml
3.37 Question 21
Businesses that hold an outdoor advertising license or permit issued by the New Jersey DOT are subject to the 6% Outdoor Advertising Fee imposed on gross amounts collected for the sale of advertising space. If you have such a license or permit, check YES. You will receive the OA-100 return which is due on a quarterly basis. For additional information on the Fee, go to:
www.state.nj.us/treasury/taxation
3.38 Question 22
If you sell new tires, or sell or lease motor vehicles, you must check YES. You will receive information regarding the collection of the Motor Vehicle Tire Fee.
3.39 Question 23
If you provide such services, check YES and indicate the type of business, service or practice you are engaged in (e.g. plastic surgery, electrolysis, beauty salon/spa, hair replacement facility, hospital)
3.40 Question 24
If you are you a telephone exchange company or a mobile telecommunications carrier which provides voice grade access telephone numbers or service lines as part of that telephone exchange service, thereby providing access to 9-1-1 service through the public switched network, you must check YES. You will receive the ERF-100 return which is due on a quarterly basis.
3.41 Question 25
Contact Person: Enter the name, title, telephone number and e-mail address of the contact person who will answer questions regarding the registration application.
Signature: The application must be signed and dated by the owner if a sole proprietorship, or in the case of a corporation, by the president, vice-president, secretary, treasurer, comptroller, or other duly authorized officer. Unsigned applications cannot be processed and will be returned.
4. Submit the applications
After you sign and date the bottom of page 1 of the New Jersey Public Records Filing for New Business Entity (for entities filing taxes as sole proprietors the 2nd page is blank), send the document and a check for $125 to:
State of New Jersey
Division of Revenue
PO Box 308, Trenton, NJ 08646
Over-The-Counter:
225 W. State Street, 3rd Floor
Trenton, NJ 08608-1001
FAX:
(609) 984-6851
After you sign and date the bottom of page 3 of the New Jersey Business Registration Application (no fee required), mail it to:
State of New Jersey
Division of Revenue
Client Registration
PO Box 252
Trenton, NJ 08646-0252
Overnight:
847 Roebling Avenue,
Trenton, NJ 08611
FAX:
(609) 292-4291
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office. You can expedite the process by sending a $25 fee for over-the-counter and mailed applications and a $50 fee for faxed applications.
Licensing a business in New Jersey
As you probably know if you’ve worked or run a business in New Jersey, New Jersey requires a license of many businesses that operate in the state. In addition, many cities also have business permit and license requirements.
The New Jersey Department of Revenue provides a web site that gives information about many (if not most) business licensing requirements:
http://www.state.nj.us/njbusiness/licenses/
You can also usually get local city business license information by calling city government offices in the town in which you plan to operate your business.
