Why a New Jersey LLC?
New Jersey LLCs combine flexible RULLCA defaults with a straightforward $125 formation fee, online-only reporting, and attractive BAIT planning for multi-state founders. Unlike Delaware or Wyoming, you also gain immediate credibility with Garden State counterparties and access to state incentives that require a Business Registration Certificate.
When NJ LLC is the default
- You live or operate in New Jersey and need a Business Registration Certificate for contracts or licensing.
- You want BAIT (pass-through alternative income tax) to offset SALT limits on a resident founder.
- You hold New Jersey real estate or operate a storefront, so foreign LLCs would need to register anyway.
- You need single-member liability protection while preserving disregarded tax treatment.
When to consider LLC elsewhere or a corporation
- Venture-funded startups pursuing QSBS or national investors (Delaware C-corp + NJ authority).
- Professional practices required to form PCs or obtain certificates of authorization.
- Asset-holding structures where series LLCs (available in other states) provide simpler segregation.
- Companies planning to relocate headquarters soon and wanting uniform governance nationwide.
RULLCA statute map
RULLCA (N.J.S.A. 42:2C-1 et seq.) supplies default rules for everything your operating agreement skips. Here are the highlights you’ll reference most.
Core sections
- §8 – Name requirements (LLC/L.L.C.).
- §11–12 – Operating agreement scope and binding effect.
- §18 – Certificate of formation contents and filing.
- §31 & §37 – Admission of members and default management (member-managed unless OA says otherwise).
- §38–39 – Duties of loyalty and care, indemnification.
- §40 – Information and inspection rights.
- §41–43 – Transferable interests, charging orders.
- §45–52 – Dissociation, dissolution, winding up.
- §26 – Annual report obligations.
Entity flavors
- Standard NJ LLC (member- or manager-managed).
- Single-member LLCs (disregarded or C/S-election).
- Professional LLCs that need certificates of authorization from licensing boards.
- Foreign LLCs registering via DORES certificate of authority.
Authority box
- N.J.S.A. 42:2C – RULLCA.
- N.J.A.C. 13: (board-specific COA rules).
- Business.NJ.gov – NJ-REG and BRC instructions.
- DORES fee schedule & expedited service rules.
How to form a New Jersey LLC
Every step happens through the Division of Revenue and Enterprise Services (DORES) portal. There is no paper filing, so plan ahead if you need same-day approval.
Step-by-step workflow
Filing fees & expedite options
- Domestic LLC certificate of formation – $125.
- Foreign LLC registration – $125.
- Amendment – $100; cancellation – $100 (domestic) / $125 (foreign).
- Registered agent/office change – $25.
- Expedited service (over-the-counter) – +$25; same-day +$50; 2-hour +$500; 1-hour +$1,000.
Operating agreement & governance
RULLCA honors written, oral, implied, and combination operating agreements, and even binds the LLC to the OA whether it signed it or not. That flexibility is powerful but dangerous if you don’t paper agreements clearly.
Member vs manager-managed
| Member-managed | Manager-managed | |
|---|---|---|
| Authority | All members are agents for ordinary business. | Managers handle day-to-day; non-manager members lose apparent authority. |
| When to use | Small shops where every member participates. | Investors vs operators, or multiple locations requiring centralized control. |
| RULLCA default | Yes, unless OA states otherwise. | Must be specified in OA or formation filing. |
Key default rules to override
- Equal division of profits/losses regardless of capital contributions (§34).
- Unanimous approval required for new members (§31) or fundamental transactions.
- Members can dissociate at any time, potentially triggering buyouts (§45 et seq.).
- Information rights allow broad inspection demands (§40).
Professional/regulated industries
Architects, engineers, land surveyors, landscape architects, and other design professionals must obtain a Certificate of Authorization if operating through an LLC. Some boards require majority ownership by licensees. Healthcare practices may need either LLCs with COA or professional corporations under N.J.S.A. 14A:17.
Tax registration, BAIT & sourcing
New Jersey tracks federal classification: single-member LLCs default to disregarded entities; multi-member LLCs default to partnerships. Regardless of classification, you must register for state tax with Form NJ-REG and obtain the Business Registration Certificate.
BAIT (Pass-through Business Alternative Income Tax)
Eligible partnerships and S-corporations (and LLCs taxed as such) may elect BAIT annually. From 2023 forward, BAIT sourcing mirrors CBT single-sales factor and market-based sourcing, simplifying multi-state planning. The election creates a credit for owners, helping high earners bypass SALT deduction caps.
Election is made on the BAIT return (Form PTE-100). Model cash flow before electing—BAIT works best when owners are NJ residents or have NJ source income to offset.
Other tax accounts
- Sales/use tax – register via NJ-REG if selling tangible goods or taxable services.
- Employer withholding and unemployment – required before hiring employees.
- Local payroll taxes – Newark and Jersey City impose local payroll levies; coordinate with payroll provider.
Example scenario
A Hoboken marketing agency with two members elects S-corp status and BAIT. Net NJ income $500k: BAIT = 10.75% × NJ-sourced income, paid by the entity; each member gets credit against their Gross Income Tax. Agency also files payroll tax, sales tax (if selling tangible items), and the annual report.
Annual reports & reinstatement
Every New Jersey LLC must file an annual report online by the last day of its anniversary month. DORES sends reminders to the registered agent, but the obligation is yours even if the email gets lost.
| Requirement | Details |
|---|---|
| Annual report | $75 fee; due each anniversary month; filed online only. Update registered agent/officer info if needed. |
| Failure to file | After two consecutive missed reports, DORES can revoke the LLC. Reinstatement requires paying all outstanding reports, $75 each, plus a reinstatement fee. |
| Certificate of standing | Available online once annual report is current; often needed for financing or foreign qualification. |
CTA / BOI & foreign LLCs
As of March 26, 2025, FinCEN’s interim rule exempts domestic entities (including New Jersey LLCs) from BOI reporting. Foreign entities registering in NJ may still be reporting companies.
Domestic NJ LLCs
No BOI report required under the current rule. Still maintain an internal owner ledger so you can respond quickly if the exemption is reversed by future legislation or litigation.
Foreign entities registering in NJ
Canadian ULCs, German GmbHs, or Delaware LLCs formed abroad must file a certificate of authority and, if they are “reporting companies” under CTA, file BOI within 30 days of registration (or by April 24, 2025 for pre-rule registrations). Keep passports, addresses, and ownership percentages on file.
Foreign qualification checklist
- Certificate of authority application + $125 fee.
- Certified copy/good-standing certificate from home jurisdiction (dated within 30 days).
- NJ registered agent appointment.
- Proof of NJ tax registration (NJ-REG) after approval.
Attorney services & flat-fee packages
I personally handle New Jersey formations, operating agreements, NJ-REG filings, BAIT planning, and CTA monitoring. Remote-first, but wired into DORES workflows and licensing boards.
Core NJ LLC Formation
- Certificate of formation drafting + online filing (includes RA coordination).
- Operating agreement tailored to single/multi-member structure.
- Initial resolutions, banking certificates, membership ledger.
- IRS EIN assistance + NJ-REG filing checklist/BRC guidance.
- First-year compliance calendar (annual report, BAIT, CTA watchlist).
- Two rounds of revisions within 30 days.
BAIT & Multi-State Advisory
- Entity strategy (LLC vs S-election) with BAIT modeling.
- Operating agreement provisions for multi-state sourcing.
- NJ-REG, payroll, sales tax registrations + foreign qualifications.
- Quarterly check-ins on BAIT/estimated tax payments.
- Coordination with your CPA for apportionment and PTE credits.
Professional / COA Package
- LLC or PC structure analysis for licensed professionals.
- Certificate of authorization applications (architecture, engineering, etc.).
- Operating agreement aligning with board ownership/manager rules.
- Guidance on insurance, succession, and cross-border owners.
DIY OA / Filing Review
- Attorney redline of client-drafted operating agreement and filings.
- Memo on RULLCA gaps, voting mechanics, deadlock, exits.
- 30-minute consult + one follow-up review within 20 days.
Book a strategy call
Need help deciding between Delaware and New Jersey? Unsure whether BAIT makes sense? Schedule a 30-minute consult and I’ll map out entity choice, filings, and tax coordination.