New Jersey Foreign LLC Certificate of Authority Filing Package

New Jersey Foreign LLC Certificate of Authority Filing Package

Part 1 — Overview and Statutory Framework

A foreign limited liability company (an LLC organized under the laws of a jurisdiction other than New Jersey) must obtain a Certificate of Authority before "transacting business" in New Jersey. The application is filed with the New Jersey Division of Revenue & Enterprise Services (DORES), Business Charter Services.

Key New Jersey-Specific Points:

• Filing fee: $125.00 (Certificate of Registration for a Foreign LLC).
• Annual Report: $75.00, due by the end of the LLC's anniversary month.
• Initial Business Registration Application (Form NJ-REG) with the Division of Taxation is required separately within 60 days for tax/employer registration.
• New Jersey is a registered-name state — if the LLC's true name is unavailable, an "alternate name" may be registered for use in New Jersey under N.J.S.A. § 42:2C-60.
• Activities that do not constitute transacting business are listed in N.J.S.A. § 42:2C-58 (litigation, internal affairs, bank accounts, isolated transactions completed within 30 days, interstate commerce, etc.).
• Failure to qualify when required may result in inability to maintain suit in New Jersey courts and civil penalties under N.J.S.A. § 42:2C-59.

Part 2 — Pre-Filing Checklist

☐ Confirm the LLC is currently "transacting business" in New Jersey within the meaning of N.J.S.A. § 42:2C-58 (consult counsel for borderline cases).

☐ Obtain a Certificate of Good Standing / Existence from the home jurisdiction dated within the last 30 days (some commercial filers require within 60 days; DORES practice favors recent issuance).

☐ Conduct a New Jersey business name availability search through the DORES Business Name Search portal.

☐ If the LLC's true name is unavailable or non-compliant with N.J.S.A. § 42:2C-8, prepare an Alternate Name Registration (Form C-150G equivalent online) at an additional $50 fee.

☐ Identify a registered agent with a New Jersey street address (P.O. boxes not permitted).

☐ Obtain the registered agent's written consent to appointment.

☐ Gather LLC formation data: exact legal name, jurisdiction of formation, date of formation, period of duration, principal office address, principal office in NJ (if any), and authorized signatory information.

☐ Obtain federal Employer Identification Number (EIN) — required for the NJ-REG tax registration.

☐ Determine NAICS code reflecting the LLC's primary business activity in New Jersey.

☐ Confirm authorized signatory (manager, member, or authorized person under N.J.S.A. § 42:2C-19).

☐ Prepare payment ($125.00 base filing fee; expedited service available at $25.00–$1,000.00 depending on speed).

Part 3 — Application for Certificate of Authority (Foreign LLC)

STATE OF NEW JERSEY
DIVISION OF REVENUE & ENTERPRISE SERVICES
BUSINESS CHARTER SERVICES

APPLICATION FOR CERTIFICATE OF AUTHORITY
FOREIGN LIMITED LIABILITY COMPANY
(Pursuant to N.J.S.A. § 42:2C-57)

Item 1 — Name of Foreign Limited Liability Company

True legal name (as registered in home jurisdiction):

[________________________________________________]

If different, name under which the LLC will transact business in New Jersey (Alternate Name — separate registration required under N.J.S.A. § 42:2C-60):

[________________________________________________]

Item 2 — Jurisdiction and Date of Formation

Jurisdiction of organization (state/country): [________________________________]

Original date of formation: [__/__/____]

Period of duration: ☐ Perpetual ☐ Specific date: [__/__/____]

Item 3 — Principal Office Address

Street address: [________________________________________________]

City: [________________________] State: [____] ZIP: [_________]

Item 4 — Principal Office in New Jersey (if any)

Street address: [________________________________________________]

City: [________________________] State: NJ ZIP: [_________]

Item 5 — Registered Agent in New Jersey

Name of registered agent: [________________________________________________]

NJ street address of registered office (no P.O. boxes):

[________________________________________________]

City: [________________________] State: NJ ZIP: [_________]

Item 6 — Names and Addresses of Authorized Person(s) / Manager(s)

Item 7 — Management Structure

☐ Member-Managed ☐ Manager-Managed

Item 8 — Statement of Authority

The undersigned states that the foreign limited liability company named in Item 1:

☐ Is a limited liability company validly existing under the laws of the jurisdiction stated in Item 2;

☐ Has attached a Certificate of Good Standing / Existence issued by the home jurisdiction within the last 30 days; and

☐ Submits to the jurisdiction of New Jersey for matters arising from transacting business in this State, pursuant to N.J.S.A. § 42:2C-57.

Item 9 — Effective Date

☐ Upon filing
☐ Future effective date (not more than 90 days after filing): [__/__/____]

Item 10 — Execution

Executed by an authorized person pursuant to N.J.S.A. § 42:2C-19.

Signature: [________________________________________________]

Printed name: [________________________________________________]

Title: [________________________________________________]

Date: [__/__/____]

Part 4 — Required Attachments

☐ Certificate of Good Standing / Existence from home jurisdiction (dated within 30 days)

☐ Registered Agent Consent (if not signed on the application itself)

☐ Alternate Name Certificate (if filing under a name different from true legal name) — additional $50

☐ Cover letter identifying the filing type, return address, and any expedited-service request

☐ Payment by check payable to "Treasurer, State of New Jersey" or by online ACH/credit card through the DORES portal

Part 5 — Fee Schedule (2026)

Part 6 — Filing Submission Methods

Part 7 — Post-Qualification Compliance Checklist

☐ Business Registration with Division of Taxation (Form NJ-REG) — file within 60 days of Certificate of Authority issuance through the NJ Business Registration online portal.

☐ Obtain Business Registration Certificate (BRC) — required to do business with state/local government.

☐ Register for applicable NJ taxes: Sales & Use Tax, Corporation Business Tax (CBT — even LLCs taxed as partnerships file CBT-100 if NJ-source income), Gross Income Tax withholding, Unemployment Insurance, Disability Insurance.

☐ File Annual Report with DORES by end of LLC's anniversary month — $75.00 fee, filed online only.

☐ Maintain a registered agent continuously in NJ; file Change of Registered Agent/Office ($25) for any change.

☐ File amendments within 30 days if registered information changes (N.J.S.A. § 42:2C-62) — $100 fee.

☐ Comply with municipal licensing, zoning, and trade-name registration requirements where the LLC operates.

☐ Maintain books and records sufficient to satisfy N.J.S.A. § 42:2C-40 and CBT recordkeeping rules.

☐ If operating in regulated industries (insurance, banking, professional services, alcoholic beverages, cannabis-adjacent hemp, gaming), obtain industry-specific authority before commencing business.

Part 8 — Name Distinguishability and Alternate Name

Under N.J.S.A. § 42:2C-8 and § 42:2C-60, the LLC's name in New Jersey must:

☐ Contain "Limited Liability Company," "L.L.C.," or "LLC."

☐ Be distinguishable upon the records of DORES from any other entity name, reserved name, alternate name, registered name, or trademark.

☐ Not contain words implying a purpose for which the LLC is not authorized.

If the true name is unavailable or non-compliant, the LLC must adopt an Alternate Name for use in New Jersey:

The alternate-name registration is filed simultaneously with (or before) the Certificate of Authority and requires a separate $50 fee. It must be renewed every five (5) years at $50 per renewal.

Part 9 — Withdrawal Procedure

A foreign LLC that ceases to transact business in New Jersey must file a Certificate of Cancellation of Registration under N.J.S.A. § 42:2C-64 to terminate its authority and avoid continued annual-report and tax obligations.

Pre-Withdrawal Checklist

☐ Obtain Tax Clearance Certificate from the Division of Taxation (request Form A-5052-TC) — confirms all NJ taxes and annual reports are paid.

☐ File final state tax returns (CBT, sales tax, employer withholding).

☐ Settle outstanding registered-agent and licensing obligations.

☐ Notify creditors and contract counterparties of withdrawal effective date.

Certificate of Cancellation of Registration — Foreign LLC

STATE OF NEW JERSEY
DIVISION OF REVENUE & ENTERPRISE SERVICES

CERTIFICATE OF CANCELLATION OF REGISTRATION
(Foreign Limited Liability Company — N.J.S.A. § 42:2C-64)

1. Name of foreign LLC: [________________________________________________]

2. NJ entity identification number: [________________________]

3. Jurisdiction of formation: [________________________________]

4. Date Certificate of Authority issued by NJ: [__/__/____]

5. Effective date of cancellation: ☐ Upon filing ☐ Future date: [__/__/____]

6. The LLC revokes the authority of its registered agent in New Jersey and appoints the Treasurer of the State of New Jersey as agent for service of process in any action arising from transacting business in NJ prior to cancellation, pursuant to N.J.S.A. § 42:2C-64(c).

7. Address to which the Treasurer shall mail process:

[________________________________________________]

8. Executed by an authorized person:

Signature: [________________________________________________]

Printed name: [________________________________________________]

Title: [________________________________________________]

Date: [__/__/____]

Withdrawal Fees

Part 10 — Activities Not Constituting Transacting Business

Under N.J.S.A. § 42:2C-58, the following activities, by themselves, do not require foreign qualification:

☐ Maintaining, defending, or settling actions or proceedings

☐ Holding manager or member meetings, or carrying on activities concerning internal affairs

☐ Maintaining bank accounts

☐ Maintaining offices for transfer/exchange/registration of the LLC's own securities

☐ Selling through independent contractors

☐ Soliciting or obtaining orders, by mail or otherwise, that require acceptance outside NJ before becoming contracts

☐ Creating or acquiring indebtedness, mortgages, or security interests in property

☐ Securing or collecting debts or enforcing mortgages

☐ Conducting an isolated transaction completed within 30 days that is not part of a course of repeated transactions

☐ Transacting business in interstate commerce

☐ Owning real or personal property (without more)

Note: This list is not exclusive. Consult counsel when the LLC's New Jersey contacts approach the borderline.

Part 11 — 2024–2025 Reforms and Recent Developments

• N.J. Senate Bill S142 (Effective Nov. 4, 2023): Authorizes conversions and domestications between NJ corporations and NJ/foreign LLCs, expanding the framework for entity-form changes touching foreign-LLC registration.
• Annual Report compliance enforcement: DORES continues automated administrative revocation of certificates of authority for two consecutive missed annual reports; reinstatement requires payment of back fees and a $75 reinstatement fee plus all delinquent annual reports.
• Online-only filings: Most foreign-LLC transactions (registration, annual report, amendment, cancellation) are now exclusively online through the DORES Business Charter portal; paper submissions are largely deprecated.
• NJ-REG modernization (2024): The Division of Taxation has streamlined the NJ-REG Business Registration to issue Business Registration Certificates electronically immediately upon completion.
• Annual Report grace period: No statutory grace period — failure to file by anniversary-month end triggers immediate delinquency and eventual administrative revocation after 24 months.

Part 12 — Sources and References

• N.J.S.A. § 42:2C-1 et seq. — New Jersey Revised Uniform Limited Liability Company Act
• N.J. Division of Revenue & Enterprise Services — https://www.nj.gov/treasury/revenue/
• NJ Treasury Fee Schedule — https://www.nj.gov/treasury/revenue/fees.shtml
• NJ Business Charter Filing Portal — https://www.njportal.com/DOR/BusinessFormation/
• NJ Division of Taxation Business Registration (NJ-REG) — https://www.nj.gov/treasury/revenue/njbgs/
• NJ Annual Report Filing — https://www.njportal.com/DOR/AnnualReports/

Disclaimer

This template is provided for informational purposes only and does not constitute legal advice. Statutory citations, fees, official forms, and procedures change. Verify current requirements with the New Jersey Division of Revenue & Enterprise Services and consult a New Jersey-licensed attorney before filing.