How to Form an LLC in New Jersey (2026)
Reviewed by DocDraft Legal Team · New Jersey · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in New Jersey means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In New Jersey you create an LLC by filing the Certificate of Formation with the Department of the Treasury, Division of Revenue and Enterprise Services, and paying a $125 filing fee. Two features make New Jersey different from many states. First, formation is a two-part process: after the Certificate of Formation you must also register the business for tax purposes with the state, generally within 60 days, using Form NJ-REG. Second, New Jersey requires an annual report every year for a $75 fee, due by the end of the LLC's anniversary month. New Jersey does not impose a franchise tax on an LLC taxed as a pass-through entity, though an LLC with more than two members may owe a $150 per-member fee. New Jersey LLCs are governed by the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 and following. This guide explains what an LLC is, the exact New Jersey steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in New Jersey
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in New Jersey?
File the Certificate of Formation with the New Jersey Division of Revenue and Enterprise Services and pay the $125 filing fee. You must name a registered agent with a physical New Jersey street address. After formation you register the business for tax purposes with the state, generally within 60 days, using Form NJ-REG.
How much does it cost to form an LLC in New Jersey?
The one-time fee to file the Certificate of Formation is $125. After that, every New Jersey LLC files an annual report for $75 due by the end of its anniversary month. Reserving a name in advance costs $50. An LLC with more than two members may owe a separate $150 per-member fee.
Does a New Jersey LLC have to file an annual report?
Yes. Every New Jersey LLC must file an annual report each year with the Division of Revenue and Enterprise Services for a $75 fee, due by the end of the month in which the LLC was formed. The report keeps the registered agent and address on record. Missing it can lead the state to revoke the LLC's standing.
Does New Jersey require newspaper publication to form an LLC?
No. New Jersey does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In New Jersey the Certificate of Formation and the ongoing state requirements are handled through the Division of Revenue and Enterprise Services, with no separate publication step.
New Jersey LLC formation at a glance
You form a New Jersey LLC by filing the Certificate of Formation with the Department of the Treasury, Division of Revenue and Enterprise Services, for a $125 filing fee, filed online through the state's Business Registration portal. What sets New Jersey apart is the two-part setup. Filing the Certificate of Formation creates the entity, but New Jersey also requires you to register the business for tax and employer purposes with the state, generally within 60 days of formation, using Form NJ-REG. New Jersey does not charge a franchise tax on an LLC that is taxed as a pass-through entity. An LLC with more than two members may be subject to a $150 per-member fee, and an LLC that elects to be taxed as a corporation is subject to the New Jersey Corporation Business Tax. Every New Jersey LLC files an annual report for a $75 fee, due by the end of its anniversary month, an annual cadence rather than the biennial cycle some states use. Every LLC must name and maintain a registered agent with a physical New Jersey street address. New Jersey does not require newspaper publication. The governing statute is the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 and following.
Forming a two-owner New Jersey LLC, step by step
Suppose two friends in Newark want to open a small design studio as an LLC. First they search the New Jersey business name database to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $50 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in New Jersey and agrees to serve, using a New Jersey street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Certificate of Formation with the Division of Revenue and Enterprise Services and pay the $125 filing fee. The LLC legally exists once the state files it. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though New Jersey does not require them to file it. Within 60 days of formation they register the business for tax purposes with the state using Form NJ-REG, which sets up the LLC's state tax accounts. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $75 annual report, due by the end of their anniversary month each year. If the studio later grows past two members, they will also account for the $150 per-member fee that can apply.
Relevant Laws
New Jersey Revised Uniform Limited Liability Company Act (N.J.S.A. 42:2C-1 et seq.)
The New Jersey RULLCA governs the formation, management, and dissolution of every New Jersey LLC. It sets who may form an LLC, the required contents of the Certificate of Formation, the registered-agent requirement, and the default rules for member-managed and manager-managed companies. It replaced New Jersey's older LLC act and applies to all New Jersey LLCs.
N.J.S.A. 42:2C-18 (Certificate of Formation)
Requires an LLC to be formed by delivering a Certificate of Formation to the New Jersey Division of Revenue and Enterprise Services for filing. The certificate states the LLC's name, the address of its registered office, and the name of its registered agent. The filing fee is $125.
N.J.S.A. 42:2C-14 (Registered agent)
Requires every New Jersey LLC to designate and continuously maintain a registered agent in New Jersey. The agent, an individual resident of New Jersey or a business authorized to act as agent, receives lawsuits and official notices for the company. The agent's New Jersey street address goes on the Certificate of Formation and the annual report.
New Jersey annual report (N.J.S.A. 42:2C-27)
Requires a New Jersey LLC to file an annual report with the Division of Revenue and Enterprise Services each year. The report is due by the end of the anniversary month of formation, and the filing fee is $75. It keeps the LLC's registered agent and registered office current, and a lapse can lead the state to revoke the LLC's standing.
New Jersey business registration (Form NJ-REG)
New Jersey requires a newly formed LLC to register the business for tax and employer purposes with the Division of Revenue and Enterprise Services, generally within 60 days of formation, using Form NJ-REG. This registration is separate from the Certificate of Formation and sets up the LLC's state tax accounts, including sales tax and employer withholding where they apply.
New Jersey per-member fee and Corporation Business Tax
New Jersey does not charge a franchise tax on an LLC taxed as a pass-through entity. An LLC with more than two members may be subject to a $150 per-member filing fee. An LLC that elects to be taxed as a corporation is instead subject to the New Jersey Corporation Business Tax administered by the Division of Taxation.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member New Jersey LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from New Jersey's own tax registration and filing requirements.
Regional Variances
How forming an LLC in New Jersey differs from other states
Two-part formation and tax registration
This is the headline difference. Filing the Certificate of Formation creates the LLC, but New Jersey also requires you to register the business for tax and employer purposes, generally within 60 days, using Form NJ-REG. Most states create the entity in a single filing. In New Jersey, skipping the NJ-REG step leaves the LLC without the state tax accounts it needs to operate.
Certificate of Formation, not Articles of Organization
New Jersey uses the Certificate of Formation, filed with the Department of the Treasury, Division of Revenue and Enterprise Services. Most states call the formation document the Articles of Organization and route it through the Secretary of State. The document does the same job: it brings the LLC into legal existence.
Annual report every year, $75
New Jersey requires an annual report for a $75 fee, due by the end of the LLC's anniversary month. Some states use a biennial cadence instead, and a few require no report at all. The yearly deadline means the easiest way to fall out of good standing is missing the report in a busy year.
No franchise tax on pass-through LLCs, but a possible per-member fee
New Jersey does not impose a franchise tax on an LLC taxed as a pass-through entity, unlike California's $800 minimum annual franchise tax. An LLC with more than two members may owe a $150 per-member fee, and an LLC electing corporate taxation is subject to the New Jersey Corporation Business Tax.
No newspaper publication requirement
New Jersey does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A New Jersey LLC is complete once the Division of Revenue and Enterprise Services files the Certificate of Formation, with no publication step.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the New Jersey business name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division of Revenue and Enterprise Services for a $50 fee while you prepare your Certificate of Formation.
Appoint a registered agent
Before filing days after startingNew Jersey requires a registered agent with a physical New Jersey street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in New Jersey, or a commercial registered agent service will serve. You will name the agent on the Certificate of Formation, so settle this first.
File the Certificate of Formation with the Division of Revenue
To create the LLC days after startingFile the Certificate of Formation with the New Jersey Division of Revenue and Enterprise Services through the state's Business Registration portal and pay the $125 filing fee. The LLC legally exists only once the state files it. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. New Jersey's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Register the business for tax purposes (Form NJ-REG)
Within 60 days of formation days after startingComplete Form NJ-REG with the Division of Revenue and Enterprise Services, generally within 60 days of formation, to set up your state tax and employer accounts, including sales tax and withholding where they apply. This registration is separate from the Certificate of Formation and is required before the business collects tax or hires employees.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual report each year
By the end of the anniversary month, annually days after startingFile the annual report with the Division of Revenue and Enterprise Services by the end of the month in which your LLC was formed, and pay the $75 fee. It keeps your registered agent and registered office current. Missing it can lead the state to revoke your LLC's standing, so calendar it every year.
Account for the per-member fee if you have more than two members
As applicable days after startingNew Jersey does not impose a franchise tax on a pass-through LLC, but an LLC with more than two members may owe a $150 per-member fee, and an LLC electing corporate taxation is subject to the Corporation Business Tax. Confirm current thresholds and due dates with the New Jersey Division of Taxation.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the New Jersey business name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division of Revenue and Enterprise Services for a $50 fee while you prepare your Certificate of Formation. | - | Before filing |
| Appoint a registered agent | New Jersey requires a registered agent with a physical New Jersey street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in New Jersey, or a commercial registered agent service will serve. You will name the agent on the Certificate of Formation, so settle this first. | - | Before filing |
| File the Certificate of Formation with the Division of Revenue | File the Certificate of Formation with the New Jersey Division of Revenue and Enterprise Services through the state's Business Registration portal and pay the $125 filing fee. The LLC legally exists only once the state files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. New Jersey's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Register the business for tax purposes (Form NJ-REG) | Complete Form NJ-REG with the Division of Revenue and Enterprise Services, generally within 60 days of formation, to set up your state tax and employer accounts, including sales tax and withholding where they apply. This registration is separate from the Certificate of Formation and is required before the business collects tax or hires employees. | - | Within 60 days of formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual report each year | File the annual report with the Division of Revenue and Enterprise Services by the end of the month in which your LLC was formed, and pay the $75 fee. It keeps your registered agent and registered office current. Missing it can lead the state to revoke your LLC's standing, so calendar it every year. | - | By the end of the anniversary month, annually |
| Account for the per-member fee if you have more than two members | New Jersey does not impose a franchise tax on a pass-through LLC, but an LLC with more than two members may owe a $150 per-member fee, and an LLC electing corporate taxation is subject to the Corporation Business Tax. Confirm current thresholds and due dates with the New Jersey Division of Taxation. | - | As applicable |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners as a matter of law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In New Jersey, LLCs are created under the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 and following. An LLC combines that liability protection with pass-through taxation and lighter paperwork than a corporation, which is why it is the most common structure for small New Jersey businesses.
New Jersey names its LLC formation document the Certificate of Formation, and you file it with the Department of the Treasury, Division of Revenue and Enterprise Services for a $125 fee. Most states call the same document the Articles of Organization and route it through the Secretary of State. The label differs, but the job is identical: the filing brings your LLC into legal existence once the state accepts it. Do not let the different name confuse you when following generic national guides.
New Jersey forms an LLC in two parts. Filing the Certificate of Formation creates the entity, but you must also register the business for tax and employer purposes with the Division of Revenue and Enterprise Services, generally within 60 days, using Form NJ-REG. This sets up your state tax accounts, including sales tax and employer withholding where they apply. The Certificate of Formation alone does not register the business for New Jersey taxes, so skipping NJ-REG leaves the LLC unable to operate properly.
New Jersey does not impose a franchise tax on an LLC that is taxed as a pass-through entity, so a typical single-member or small multi-member LLC owes no minimum franchise tax like the ones some states charge. An LLC with more than two members may be subject to a $150 per-member fee. An LLC that elects to be taxed as a corporation is instead subject to the New Jersey Corporation Business Tax. Confirm current rules with the Division of Taxation.
New Jersey requires an annual report every year, not the biennial cycle some states use. It is due by the end of the month in which your LLC was formed and is filed with the Division of Revenue and Enterprise Services for a $75 fee. The report keeps your registered agent and registered office on record. Missing it can lead the state to revoke your LLC's standing, so calendar the anniversary-month deadline when you form.
Yes. If your desired name is available but you are not ready to file the Certificate of Formation, you can reserve it with the Division of Revenue and Enterprise Services for a $50 fee while you prepare your paperwork. Search the New Jersey business name database first to confirm the name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Reserving is optional, not a required step.
Yes. New Jersey law requires every LLC, whether it has one member or several, to name and continuously maintain a registered agent with a physical New Jersey street address, not a P.O. box. The agent accepts lawsuits and official state mail during business hours. You can serve as your own agent if you live in New Jersey, name a co-owner, or hire a commercial service. You list the agent on the Certificate of Formation and keep it current on each annual report.
Other New Jersey guides
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