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Articles of Organization LLC New Jersey

What Are New Jersey Articles of Organization?

In New Jersey, the formation document for a Limited Liability Company (LLC) is officially referred to as the Certificate of Formation. This document is essential for legally establishing an LLC in the state. The Certificate of Formation outlines the basic details of the LLC, such as its name, registered agent, and management structure. The legal framework governing the formation and operation of LLCs in New Jersey is found in the New Jersey Revised Statutes, Title 42:2C. For more detailed information, you can visit the New Jersey Division of Revenue and Enterprise Services.

Are New Jersey Articles of Organization Required?

Yes, filing the Certificate of Formation is mandatory for establishing an LLC in New Jersey. According to N.J. Rev. Stat. § 42:2C-18, an LLC is not legally recognized until this document is filed with the New Jersey Division of Revenue and Enterprise Services. Failure to file the Certificate of Formation means the LLC does not legally exist, and the business cannot operate under the LLC structure.

Information Required in New Jersey Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per N.J. Rev. Stat. § 42:2C-8. The name must be distinguishable from other registered entities in New Jersey. Certain words, such as "bank" or "insurance," may require additional approval from relevant state agencies. You can check name availability using the New Jersey Business Name Search.

New Jersey Registered Agent and Registered Office

Every New Jersey LLC must designate a registered agent and a registered office within the state, as required by N.J. Rev. Stat. § 42:2C-14. The registered agent can be an individual resident or a business entity authorized to do business in New Jersey. The registered office must be a physical address, not a P.O. Box. Consent from the registered agent is required.

Management Structure

The Certificate of Formation must specify whether the LLC is member-managed or manager-managed, as outlined in N.J. Rev. Stat. § 42:2C-10. The document should include the names and addresses of the initial members or managers.

Organizer Information

An organizer is responsible for filing the Certificate of Formation. There are no residency requirements for organizers in New Jersey. The organizer must provide their name and address in the formation document.

Purpose Statement

New Jersey allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain professional services. For more information, refer to the New Jersey Professional Entity Forms.

Certificate of Formation Effective Date

The Certificate of Formation becomes effective upon filing unless a delayed effective date is specified, as per N.J. Rev. Stat. § 42:2C-19. A delayed effective date cannot be more than 90 days after the filing date.

How to File New Jersey Articles of Organization

Online

The Certificate of Formation can be filed online through the New Jersey Business Formation Service. The service is available 24/7, and processing is typically immediate. Payment can be made via credit card, and a convenience fee may apply.

Mail

To file by mail, send the completed Certificate of Formation to:

NJ Division of Revenue
P.O. Box 308
Trenton, NJ 08646

For courier or hand delivery, use:

NJ Division of Revenue
33 West State Street
Trenton, NJ 08608

Include one original and one copy of the form. Payment can be made by check payable to "Treasurer, State of New Jersey." Processing time is generally 3-10 business days.

New Jersey Articles of Organization Filing Fee

The filing fee for the Certificate of Formation is $125. For the official fee schedule, visit the New Jersey Division of Revenue Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing New Jersey Articles of Organization?

Once the Certificate of Formation is filed, the LLC is legally recognized as a business entity in New Jersey. The state will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the New Jersey Division of Taxation. An operating agreement is recommended, though not required by law. The LLC must file an annual report with the New Jersey Division of Revenue and comply with any licensing or permit requirements.

Common Mistakes When Filing New Jersey Articles of Organization

  1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search to ensure the name is unique.
  2. Missing Required Information: Omitting required details such as the registered agent's address can result in rejection. Ensure all fields are completed.
  3. Incorrect Fees: Submitting the wrong fee amount will delay processing. Verify the current fee on the Fee Schedule.
  4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a resident or authorized entity in New Jersey.
  5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "insurance."
  6. Unsigned Documents: Ensure the Certificate of Formation is signed by the organizer.
  7. Wrong Forms for Professional Services: Professional LLCs may require different forms. Check the Professional Entity Forms.
  8. Delayed Effective Date Errors: Specifying a delayed effective date beyond 90 days is not allowed. Ensure compliance with N.J. Rev. Stat. § 42:2C-19.

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