How to Form a New Jersey LLC in 10 Steps
A Limited Liability Company (LLC) is a common business structure that allows one or more persons to own a portion of a company. Profits earned by the LLC are passed through to its members, and the LLC does not file a separate tax return the way a corporation does. An LLC also reduces the owner(s) exposure to liability from company activities.
Forming a Limited Liability Company is a straightforward process, but there are several steps you'll want to follow.
1. Choose Your Company Name.
Your first step in creating your LLC is choosing a company name. There are several guidelines and stipulations you must follow when choosing a name for your new company. Your name must be available in the state of New Jersey. If you prefer, SunDoc would be happy to run your name search or reserve your LLC name on your behalf.
2. Understand the LLC Organizer Requirement.
Anyone can be an LLC organizer. An organizer is the person or company that drafts your LLC. By preparing on-line with us, SunDoc Filings will be your organizer. If you choose to prepare and upload your filing with SunDoc, you can name your own organizer.
3. Designate a Registered Agent.
You must designate a registered agent, either a person or a firm. This is required for the Articles of Organization form (see #6). For more information on registered agents and why your company must have one, see our article on Registered Agent Service.
4. Decide Your Ownership and Management Structure.
The Articles of Organization form asks whether your New Jersey LLC will be managed by one manager, multiple managers, or all the members. You must decide whether you want to be a member-managed or a manager-managed LLC.
5. Create an Operating Agreement.
New Jersey does not require an LLC to have an Operating Agreement, an implied operating agreement is formed according to the default conditions specified in the law. However, you should determine if the default conditions are in your best interest.
If your LLC will be manager-managed, you must create an Operating Agreement for your company records. Current New Jersey law says that a manager-managed LLC is only valid when you declare it in both the Articles and Operating Agreement.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You may also wish to consult an attorney for advice.
6. File the Articles of Organization.
Your company will be officially created once the Secretary of State of New Jersey accepts a form that you have to file called the Articles of Organization. You must file this one page document, which provides essential details for your company.
Within your Articles of Organization, you will need to state your registered agent, your LLC organizer, the full name of your new company, and the address of your company. You also need to state the management method that you have chosen. According to the state of New Jersey, member names do not need to be filed, but there is a fee for filing of $135.
If you would like, SunDoc would be happy to file your Articles of Organization on your behalf. We offer this service when time is an issue for companies, if it simply helps ease your busy schedule, or for any other reason. Businesses often prefer that filing services handle their paperwork.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations on having a newly registered LLC in the State of New Jersey!
Remember that you may need to obtain an EIN from the IRS. This is true if you have more than one member of your LLC. EIN stands for Employer Identification Number, and you will need one whether or not your company has employees. SunDoc can file for you, or you can file with the IRS by yourself.
Employer Identification Numbers are also needed in order to open business accounts with the majority of banks. Now is a good time to set up your first company business account, especially if you’ve been using a personal account to pay for business expenses up until now. It’s important to keep all future receipts necessary for reimbursement no matter what accounts you’ve been using for payments in the past. It might also be wise to find a business accountant at this time, to assist with all business-related matters and State of New Jersey taxes.
8. Pay New Jersey State Taxes.
It’s likely that your New Jersey LLC will be required to pay state taxes to New Jersey. Furthermore, you must collect sales taxes if you plan to sell any goods in the State of New Jersey. Check the New Jersey Secretary of State website to find more information on state taxes.
9. Determine Necessary Licenses and Permits.
In order to operate your new New Jersey LLC at the city and county level, you may need to have one or more business licenses or permits. It may be surprising to you to find out what is required at these levels. But expensive fines can result if you do not obtain the proper licenses.
10. File an Annual Report.
All LLCs must submit annual reports and associated processing fees each year following their dates of formation. The simple form serves the purpose of keeping the state updated on all information related to your company. Therefore, you will invariably need to update the form down the line. If you like, SunDoc would be happy to file your Annual Report on your behalf. We can also conduct other routine filings on your behalf. We are always on time and reliable.
To find the necessary forms to file for yourself, check the New Jersey Secretary of State website.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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