New Jersey: Domestic LLC Formation Filing Requirements
The short answer
An ordinary New Jersey LLC files an organizer-signed Certificate of Formation online with the Division of Revenue and Enterprise Services. The statutory minimum is the LLC name plus the initial registered office's street and mailing addresses and the initial agent's name; the company forms when the certificate is filed, or on a stated delayed date, and it has at least one member. Treasury currently posts a $100 fee even though N.J.S.A. 42:2C-93 still says $125; there is no publication or separate initial entity report, while NJ-REG is a separate tax and employer registration step.
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This is the general rule in New Jersey. Ezel applies current New Jersey law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | New Jersey Revised Uniform Limited Liability Company Act; online Certificate of Formation filed with Treasury's Division of Revenue and Enterprise Services (N.J.S.A. §§ 42:2C-2, -18) |
|---|---|
| Organizer and signature | One or more persons may organize; at least one organizer signs, and an agent including an attorney-in-fact may sign. 'Person' includes individuals and legal or commercial entities (§§ 42:2C-2, -18, -20) |
| Required entity and purpose terms | Certificate requires the compliant LLC name only; lawful purpose and perpetual duration are statutory defaults, not required certificate terms (§§ 42:2C-4, -8, -18) |
| Addresses and service fields | Initial registered office street and mailing addresses plus initial service-of-process agent name; no principal-office or organizer address in the statutory minimum (§ 42:2C-18(b)) |
| Management and owner disclosure | No management election and no member, manager, or owner names or addresses in the statutory required-content list (§ 42:2C-18(b)) |
| Optional and restricted provisions | Additional statements permitted; a certificate statement is not effective as a statement of authority. A delayed effective date may be stated (§§ 42:2C-18(c), -22(c)) |
| Filing method, fee, and attachments | Online. Treasury posts $100 as of July 1, 2026, while § 42:2C-93(a)(4) still says $125; the Act states no mandatory formation attachment |
| Formation and effective date | Formed when DORES files the certificate, or on its delayed date, and the company has at least 1 member; no statutory delay cap, and pre-effective dissolution prevents formation (§§ 42:2C-18(d)-(e), -22(c)) |
| Publication and initial follow-up | No newspaper/database publication or separate initial entity report. Treasury separately directs filing NJ-REG after the certificate; that tax/employer registration is outside this survey |
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Requirements one by one
Governing law and filing record
New Jersey uses a Certificate of Formation under the Revised Uniform Limited
Liability Company Act. N.J.S.A. § 42:2C-2 identifies the filing office as the
Division of Revenue in the Department of the Treasury, now the Division of
Revenue and Enterprise Services.
Organizer and signature
One or more persons may act as organizers under N.J.S.A. § 42:2C-18(a), and at
least one organizer signs the initial certificate under § 42:2C-20(a)(2). The
Act's definition of “person” reaches individuals and legal or commercial
entities, and § 42:2C-20(b) permits an agent, including an attorney-in-fact, to
sign a filed record.
Required entity, address, and service terms
The complete statutory minimum in N.J.S.A. § 42:2C-18(b) is narrow: a compliant
LLC name, the initial registered office's street and mailing addresses, and the
initial service-of-process agent's name. The list does not require a principal
office, organizer address, purpose clause, duration, management election, or
member, manager, or owner list.
The company may pursue any lawful purpose and has perpetual duration under
N.J.S.A. § 42:2C-4. Its name must use an LLC designator, remain distinguishable
in the filing office's records, and comply with restrictions imposed by other
New Jersey statutes under § 42:2C-8.
Optional provisions
N.J.S.A. § 42:2C-18(c) permits additional statements. But a statement placed in
the certificate is not effective as a statement of authority. A delayed
effective date is another express option under § 42:2C-22(c).
Formation and effective date
Under N.J.S.A. § 42:2C-18(d), the LLC forms when the filing office files the
certificate and the company has at least one member. A stated delayed date
defers that formation event; § 42:2C-22(c) gives no maximum delay and makes the
record effective on the stated later date.
Before a delayed certificate takes effect, the signing organizers may stop the
formation by filing a certificate of dissolution under § 42:2C-18(e) and
§ 42:2C-20(a)(4). Once formation occurs, § 42:2C-18(f) makes filing conclusive
proof that the organizer satisfied the formation conditions, except in a State
proceeding to dissolve the company.
Publication and immediate follow-up
The complete certificate provisions and current online formation instructions
impose no newspaper or database publication and no separate initial entity
report for an ordinary New Jersey LLC.
Treasury does direct a second online filing, NJ-REG, after the formation
certificate. NJ-REG handles tax and employer registration and is outside this
formation-record survey; it should not be confused with an extra certificate
term or an initial LLC report.
What trips people up
The published fee sources disagree. The current DORES fee schedule, updated
July 1, 2026, posts $100 for an LLC Certificate of Formation, and Treasury's
formation page repeats $100. N.J.S.A. § 42:2C-93(a)(4), as reenacted in 2019,
still says $125 and states that a required document is ineffective until its
applicable fee is paid. Use the live state checkout amount and confirm it before
submission; the discrepancy should not be resolved by assuming either source is
a typo.
A filed certificate alone is not enough under the current text. Section
42:2C-18(d) also requires at least one member. Pending A3572/S156 would delete
that membership condition, but it has not done so.
A delayed filing can be stopped only before it takes effect. The Act's
special certificate-of-dissolution route applies during that gap and requires
each organizer who signed the initial certificate to sign, subject to the
personal-representative exception in § 42:2C-20(a)(4).
Common questions
Can another business entity organize the New Jersey LLC? Yes. The Act's
definition of “person” includes corporations, trusts, partnerships, LLCs, and
other legal or commercial entities, and § 42:2C-18(a) lets one or more persons
act as organizers.
What does the filing conclusively prove? Subject to a delayed date,
§ 42:2C-18(f) treats filing as conclusive proof that the organizer satisfied the
formation conditions, except in a State dissolution proceeding. It does not put
the LLC's private ownership or governance terms into the public certificate.
Does the Certificate of Formation complete New Jersey tax registration? No.
Treasury separately directs the business to file NJ-REG online. That filing is
not part of the certificate and is outside this survey's formation-record scope.
Statutes and sources
- N.J.S.A. §§ 42:2C-2, -4, -8, -18, -20, and -22 — filing-office and
organizer definitions, purpose and duration defaults, name rules, certificate
contents, signature, formation, and delayed effectiveness.
https://pub.njleg.gov/bills/2012/PL12/50_.PDF
(accessed 2026-07-29) - N.J.S.A. § 42:2C-93 — statutory certificate fee and no-effect-until-paid
rule.
https://pub.njleg.gov/bills/2018/PL19/149_.PDF
(accessed 2026-07-29) - New Jersey DORES fee schedule and Getting Registered page — current $100
operational fee, online certificate route, and separate NJ-REG step.
https://www.nj.gov/treasury/revenue/fees.shtml
(accessed 2026-07-29) - NJ A3572 / S156 (2026-2027) — pending companion bills that would remove
the at-least-one-member formation condition.
https://www.njleg.state.nj.us/bill-search/2026/A3572
(checked 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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