A registered agent occupies a significant position within New Jersey’s business terrain. The agent acts as a dependable liaison for a business, receiving legal correspondence on behalf of the firm and promptly forwarding those notices or documents to the firm’s management team.
A New Jersey registered agent ensures a business adheres to state regulations and efficiently communicates with government agencies and the public. By fulfilling these duties, the agent protects the business from legal liabilities or administrative sanctions that may arise from missing (or not timely responding to) an official notice or deadline. Further, the agent relieves the pressure or anxiety a business owner may experience from trying to keep up with complex and evolving business regulations. This allows entrepreneurs to focus on other aspects of their business, such as expansion.
Is a Registered Agent Required in New Jersey?
Yes. One legal requirement that business entities formed in New Jersey must satisfy is the appointment of a registered agent. This condition, imposed under New Jersey’s business laws, applies to Corporations, Limited Liability Companies (LLCs), Limited Partnerships (LPs), and Limited Liability Partnerships (LLPs).
Although general partnerships and sole proprietorships can operate in New Jersey, the law exempts them from the prerequisite to retain a registered agent, given that these business structures do not need to be formed by registering with the state. (Sole proprietorships and general partnerships still need to register for tax purposes, however.)
What is a Registered Agent in New Jersey?
Sometimes called an “agent for service of process” in New Jersey, a registered agent is a party appointed by a business to accept legal and regulatory documents/notices on its behalf. A registered agent may receive official correspondence, includes annual filing notices, summons, tax forms and notifications, subpoenas, license/permit renewal notices, and compliance-related documents.
Generally, New Jersey has two types of registered agents: individual and corporate. An individual registered agent is a natural person who resides in the state and may or may not be an employee or hired company representative. Meanwhile, a corporate registered agent (often called a “commercial registered agent”) is a registered business that markets registered agent services to other companies.
What Does a Registered Agent Do in New Jersey?
The responsibilities of a registered agent in New Jersey include:
Serving as an Official Point Of Contact: A registered agent maintains a physical street address where government agencies and the public can reach a company regarding legal and administrative matters.
Receiving and Forwarding Official Correspondence: The agent collects legal documents and notices on a firm’s behalf. The agent also ensures that such paperwork is forwarded to the pertinent persons within the company.
Maintaining and Storing Documents: As the agent handles important legal documents, the agent ensures such files are stored properly and securely.
Privacy Protection: A registered agent safeguards a business owner’s privacy by offering an official contact address where critical mail can be sent, removing the need for an owner to use their address for business. The protection benefits businesses that operate in multiple locations and business owners who do not have a physical street address in their state of operation.
LLC Registered Agent in New Jersey
Section 42:2C-14 of the New Jersey Revised Uniform Limited Liability Company Act outlines the requirements an LLC (Limited Liability Company) registered agent must satisfy. Per the law, every LLC that registers in New Jersey must “designate and continuously maintain” a registered office and an agent for service of process. The LLC’s registered office does not have to be its place of business. This prerequisite applies regardless of whether the LLC is a domestic or foreign company.
Do I Need a Registered Agent for My LLC in New Jersey?
Yes. Under New Jersey’s Revised Uniform Limited Liability Company Act, businesses established under the LLC structure must obtain a registered agent who can stand as their legal point of contact for receiving official correspondence. This agent can be someone with a New Jersey residential address or someone with the authority to transact business in the state. However, any LLC organizer (the individual who files the company’s formation paperwork with the NJ Division of Revenue and Enterprise Services (DORES) must provide the LLC registered agent’s name and office address in the filing stages.
Registered Agent of a Corporation
The registered agent of a corporation in New Jersey must meet certain preconditions, as set forth in NJS 14A:4-1. The law states that every domestic and foreign corporation organized in the state must appoint and continuously maintain the following:
- A registered office in New Jersey (which may or may not be the same as the corporation’s business address)
- A registered agent whose business office address must be identical to the registered office address.
A corporation’s registered agent accepts service of process and official correspondence on its behalf.
Who Can Be a Registered Agent in New Jersey?
Anyone can become a registered agent in New Jersey, provided they satisfy state criteria. A registered agent in New Jersey can be a natural person or a corporate entity. If an individual, the party must be a state resident and be 18 years or older. On the other hand, a corporate entity providing registered agent services in New Jersey must be authorized to conduct business affairs in the state.
Legal Requirements of a Registered Agent in New Jersey
Section 14A:4-1 of the New Jersey Business Corporation Act contains the state’s legal requirements regarding registered agents, regardless of the business entity type.
According to the law, a registered agent must maintain a physical street address in New Jersey (a registered office) and be available during regular business hours to accept legal mail. A PO Box may only be used if a street address is listed.
While not stated in the New Jersey Statutes, a person or company must also consent to be listed as a company’s registered agent in New Jersey.
How to Choose a Registered Agent in New Jersey
Choosing a registered agent, although not an arduous task, must be done after careful deliberation. A registered agent ensures that a business efficiently liaises with the government and public and complies with the relevant regulations. Thus, a business owner must consider certain aspects when selecting a registered agent, including:
- The agent’s availability during office hours
- The agent’s professionalism in handling and delivering critical mail
- The responsiveness of the agent’s customer service team
- The size of company operations—if having multiple locations (some in other states) or requiring an additional service that an agent can provide.
- Whether to handle the task in-house or outsource to a third party—and if outsourcing, the applicable costs.
An entrepreneur searching for a registered agent service in New Jersey has various options, as such services can easily be found online. However, corporate registered agents charge a fee for their services. Some also offer additional services to clients, such as legal/tax consultation, business formation, and annual report filing. It is a good idea to compare prices and services among preferred agents. It is also essential to check ratings from previous clients before subscribing to a service.
How Much Does a Registered Agent Service Cost in New Jersey?
The average annual cost of hiring a registered agent service in New Jersey is between $99 to $300. This cost, typically a flat fee, varies by company. Companies who opt for additional services offered by a registered agent are subject to additional fees.
As stated earlier, business owners can choose an individual or commercial registered agent for their company. The former option (the individual) is often the most cost-effective, as the business owner can designate themselves, a family member, an employee, or a director/member (depending on the business structure) as the registered agent.
Can I be My Own Registered Agent in New Jersey?
Yes. The State of New Jersey does not prohibit a business owner from acting as their company’s registered agent as long as they meet the state’s age and residency requirements.
An advantage of being one’s own registered agent is that the business owner can receive and address any official mail more quickly. The owner can also use the money that would have been spent on a registered agent service for other purposes.
However, the business owner’s full name and address will become part of the public record in New Jersey. Further, the individual must be available during regular business hours to receive legal notices, demands, or documents. This can be challenging if the party travels frequently for business or their company operates outside regular working hours. For these reasons, many business owners opt for a registered agent service (or commercial registered agent). Because a commercial registered agent specializes in offering registered agent services, the agent will be available to receive legal correspondence on the company’s behalf. The agent will also keep the business owner’s personal information private by providing a New Jersey address where government agencies and the public can send legal documents.
How to Change a Registered Agent in New Jersey
Any LLC, LP, LLP, or corporation that wants to change its registered agent in New Jersey must file a statement of change (called a Certificate of Change) with the Department of Treasury’s Division of Revenue and Enterprise Services.
Generally, this statement must contain the following information:
- The name and 10-digit number of the business as they appear on the State Treasurer’s records
- The names of the prior and new registered agents
- The registered office addresses of the prior and new registered agents
- A declaration that the change of registered agent was approved by the company’s board of directors (for a corporation), members (for an LLC), or partners (for a partnership)
- The signature of an authorized representative or the current registered agent
The statement of change can be completed and filed (by the company or registered agent) via the Division of Revenue and Enterprise Services web portal. Applicants can call (609) 292-9292 or fill out a contact form to obtain instructions about the process. It costs $25 to file for a change of registered agent/office with the New Jersey Division of Revenue and Enterprise Services.
What Happens If You Don’t Have a Registered Agent in New Jersey?
Failing to designate a registered agent in New Jersey means that a business (whose formation is required at the state level) cannot be legally formed.
Companies that appoint a registered agent but fail to continuously maintain this office also expose themselves to some legal consequences. One of the more serious repercussions is that the business will lose its good standing with the state. This will affect how potential creditors and investors view the company, as financial aid applications will likely be rejected. Further, the business may be unaware of lawsuits to which they are a party, thus exposing the business and its owners to default judgments entered against them in court.
Besides the above repercussions, government agencies may impose fines and sanctions on the business for failing to meet a legal deadline or fulfill other legal obligations for which they were notified.
Finally, the business may be administratively dissolved by the Division of Revenue and Enterprise Services for failing to adhere to the state’s business compliance requirements.
How to Become a Registered Agent in New Jersey
To become a registered agent in New Jersey, one must satisfy the state’s legal requirements (see above). This includes being of legal age and having a New Jersey address (if an individual) or being in good standing on the State Treasury’s records (if a corporate entity).
However, the entity must be named on the relevant firm’s formation paperwork. This means that the business’ organizer(s) or incorporator(s) must provide the agent’s name and business address on their Certificate of Formation (for a domestic company) or Certificate of Authority (for a foreign company). Where an organizer/incorporator has a registered agent’s number, they can provide this number to the Division of Revenue and Enterprise Services instead.
New Jersey Registered Agent Search
A registered agent search uncovers the name and address of a particular company’s registered agent. This search can typically be performed through a state’s Secretary of State’s office or business services division.
However, unlike some US states, the New Jersey Division of Revenue and Enterprise Services does not have a dedicated Registered Agent Search portal where members of the public can look up registered agents at no cost. A fee applies to request registered agent information from the Division.
How to Find the Registered Agent of a Company in New Jersey
Interested persons can order a Business Entity Status Report or Business Entity Standing Certificate from the Division of Revenue and Enterprise Services (DORES) to find the registered agent of a company in New Jersey. A status report includes the following information about a business registered in New Jersey:
- Registered Agent
- Original Formation Date
- Annual Report Information
- Associated Name
- Filing History
Meanwhile, any standing certificate copy obtained from DORES (there are three types) contains the registered agent and office of a company.
Here’s how to execute the search:
- Go to the Division’s Business Records Service portal.
- Select “Business Entity Status Reports” or “Business Standing Certificate” under the Obtain Business Entity Information tab.
- Select a search type (business name, entity ID/filing number, etc.) and enter the appropriate information into the provided search box(es).
On the search results page, the inquirer can purchase a status report or Business Entity Standing Certificate, depending on the executed search. Any request attracts statutory and portal admin fees, payable by credit card.
It costs $6.25 (a $5 statutory fee and $1.25 portal admin fee) per status report and $25 to order any standing certificate from the Division of Revenue and Enterprise Services.
Is Registered Agent Information Public Record in New Jersey?
Yes. New Jersey’s Open Public Records Act (OPRA) allows members of the public to access most records of the government, including those of the State Treasurer’s Division of Revenue and Enterprise Services. As a result, anyone can request to view or copy open records held by Division, including business records containing registered agent information.