LLC Annual and Biennial Report Requirements in New Jersey
At a glance
| Periodic report obligation | Yes — an annual report filed with the Division of Revenue and Enterprise Services (the statutory 'filing office'). N.J.S.A. 42:2C-26(a) requires 'each domestic and foreign limited liability company' to file one, so both New Jersey LLCs and out-of-state LLCs registered here are covered |
|---|---|
| Frequency and first report | Annual; the agency uses the formation-anniversary month. No separate initial-report date is stated in § 42:2C-26(a). |
| Due date and filing window | Last day of the formation-anniversary month each year (Division of Revenue guidance); filing duty applies even without a routine reminder. Before inactivation, § 42:2C-53(b)–(c) requires an intent notice and 60 days after service to cure. |
| Filing office and method | New Jersey Division of Revenue and Enterprise Services (DORES), part of the Department of the Treasury. Filing is online through the state portal at njportal.com/DOR/annualreports; the report keeps the registered agent, registered office, and principal address current |
| Required information | Per N.J.S.A. 42:2C-26(a): (1) the name and address of the LLC; (2) the name and address of the registered agent; and (3) the names and addresses of the managing members or managers, as the case may be. The report is a short confirm-or-update of the registered agent, office, and address on record |
| Filing fee and related charges | $75 annual-report fee (Division of Revenue fee schedule, checked September 26, 2026). |
| Late fee and delinquency | Two consecutive missing reports are an inactive-list ground. The office must serve intent notice; the LLC has 60 days after service to correct each ground or show it does not exist (§§ 42:2C-26(b), -53(a)–(c)). A filing-office fee or penalty 60 days overdue is a separate inactive-list ground. |
| Dissolution, reinstatement, and cure | After uncured notice, the domestic LLC goes on the inactive list; it continues to exist but may only wind up, liquidate and notify claimants. Its name may become available to others. Reinstatement requires an application and all filing-office fees due; two years or more after inactivation, tax clearance is also required (§§ 42:2C-26(b), -53(c)–(e), -54). |
Requirements one by one
Annual filing and deadline
Section 42:2C-26(a) requires each domestic and foreign LLC to file an annual report with the filing office. The report identifies the LLC and its address, registered agent and address, and managing members or managers and their addresses. The Division of Revenue says it is due by the last day of the LLC's formation-anniversary month, even if no routine reminder arrives. A March formation therefore has a March 31 deadline each year. The annual-report fee is $75 under the Division's fee schedule (checked September 26, 2026).
Consequences of delinquency
Two consecutive years without a required report trigger § 42:2C-26(b): a domestic LLC's certificate is transferred to the inactive list, and a foreign LLC's certificate may be revoked. Section 42:2C-53(a) also permits inactive-list placement when a fee or penalty owed to the filing office remains unpaid 60 days after its due date. The office must give notice of its intent to the registered office, or to a differently addressed principal office whose mailing address is in its records. The LLC has 60 days after service of that notice to correct each ground or show the office, to its reasonable satisfaction, that the ground does not exist (§ 42:2C-53(b)–(c)). If it does neither, the office places it on the inactive list, files a declaration, and sends notice of the action.
Reinstatement
A domestic LLC on the inactive list remains an LLC and its members' and managers' limited liability is unaffected (§ 42:2C-26(b)(1)). But § 42:2C-53(d) limits its activities to winding up, liquidating assets, and notifying claimants; its service agent's authority continues under subsection (e). The name may become available for use by another LLC, subject to the first LLC's other rights. Reinstatement requires the application described in § 42:2C-54(a), including a compliant name, and payment of the reinstatement filing fee plus the current and delinquent annual-report fees under § 42:2C-26(b)(3). The fee schedule lists a $75 reinstatement fee. Reinstatement relates back and validates interim actions (§§ 42:2C-26(b)(3), -54(c)). An application filed two or more years after inactivation also requires a tax-clearance certificate (§ 42:2C-54(d)).
What trips people up
- A missed routine reminder does not excuse the annual report. The required intent notice is a separate step before inactive-list placement (§ 42:2C-53(b)–(c)).
- An inactive domestic LLC still exists, but its permitted activities are restricted by § 42:2C-53(d). Continuing ordinary business before reinstatement goes beyond those activities.
- Reinstatement does not itself erase separate tax, licensing, contract, or lawsuit consequences; check those obligations separately.
Common questions
Can the LLC contest a notice of intended inactivation? Yes. Within 60 days after service it may demonstrate to the filing office's reasonable satisfaction that each stated ground does not exist (§ 42:2C-53(c)).
Does inactivation end the registered agent's authority? No. Section 42:2C-53(e) expressly preserves the service agent's authority.
When is tax clearance needed? Section 42:2C-54(d) requires a tax-clearance certificate for a reinstatement filed two or more years after placement on the inactive list.
Statutes and sources
- N.J.S.A. §§ 42:2C-26, -53, -54, current official New Jersey Legislature compilation (accessed September 26, 2026): https://lis.njleg.state.nj.us/nxt/gateway.dll?xhitlist_vq=42%3A2C-26&f=xhitlist&xhitlist_q=%5BRank+100%5D%5BDomain%3A+42%3A2C-26%5D42%3A2C-26&xhitlist_x=advanced&xhitlist_s=relevance-weight&xhitlist_mh=99999&xhitlist_d=&xhitlist_hc=%5BXML%5D%5BKwic%2C12000%5D&xhitlist_xsl=xhitlist.xsl&xhitlist_vpc=first&xhitlist_vps=20&xhitlist_sel=title%3Bpath%3Brelevance-weight%3Bcontent-type%3Bhome-title%3Bitem-bookmark%3Btitle-path%3Bhit-context&vid=Publish%3A10.1048%2FEnu; https://lis.njleg.state.nj.us/nxt/gateway.dll?xhitlist_vq=42%3A2C-53&f=xhitlist&xhitlist_q=%5BRank+100%5D%5BDomain%3A+42%3A2C-53%5D42%3A2C-53&xhitlist_x=advanced&xhitlist_s=relevance-weight&xhitlist_mh=99999&xhitlist_d=&xhitlist_hc=%5BXML%5D%5BKwic%2C12000%5D&xhitlist_xsl=xhitlist.xsl&xhitlist_vpc=first&xhitlist_vps=20&xhitlist_sel=title%3Bpath%3Brelevance-weight%3Bcontent-type%3Bhome-title%3Bitem-bookmark%3Btitle-path%3Bhit-context&vid=Publish%3A10.1048%2FEnu; https://lis.njleg.state.nj.us/nxt/gateway.dll?xhitlist_vq=42%3A2C-54&f=xhitlist&xhitlist_q=%5BRank+100%5D%5BDomain%3A+42%3A2C-54%5D42%3A2C-54&xhitlist_x=advanced&xhitlist_s=relevance-weight&xhitlist_mh=99999&xhitlist_d=&xhitlist_hc=%5BXML%5D%5BKwic%2C12000%5D&xhitlist_xsl=xhitlist.xsl&xhitlist_vpc=first&xhitlist_vps=20&xhitlist_sel=title%3Bpath%3Brelevance-weight%3Bcontent-type%3Bhome-title%3Bitem-bookmark%3Btitle-path%3Bhit-context&vid=Publish%3A10.1048%2FEnu.
- P.L.2019, c.149, § 10, official enacted text of § 42:2C-26 (accessed September 26, 2026): https://pub.njleg.state.nj.us/Bills/2018/PL19/149_.HTM.
- Division of Revenue annual-report guidance (accessed September 26, 2026): https://business.nj.gov/pages/filings-and-accounting.
- Division of Revenue fee schedule (accessed September 26, 2026): https://www.nj.gov/treasury/revenue/fees.shtml.
Source links
Every statute quoted above, linked, with the date we checked it.
What does New Jersey law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current New Jersey law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace