A limited liability company (LLC) is a type of business structure in which the owners (called members in an LLC) are not generally held personally liable for any debts owed by the company. Each state has its own laws and regulations for forming and maintaining an LLC. In New Jersey, formation and operation of LLCs is governed by the New Jersey Limited Liability Company Act and the Division of Revenue.
How to Form an LLC
In New Jersey, an LLC is formed by filing a form, called the certificate of formation, with the New Jersey Division of Revenue. The certificate must include the name and address of the company and of the registered agent; the dates of dissolution and formation, if applicable; and a statement that the LLC has one or more members. The members must also sign the form. The form may be submitted online or in the mail, along with the filing fee. As of 2010, the filing fee was $125.
New Jersey law stipulates that the name of an LLC must be distinguishable from the name of any other LLC, partnership or corporation licensed to operate in New Jersey. It must also contain the words "Limited Liability Company" or the abbreviation "L.L.C." Names cannot contain words that are prohibited or restricted for use. For example, only attorneys licensed in New Jersey may use the word "attorney" in the name of their LLC.
Registered Office and Registered Agent
Every LLC in New Jersey is required to have a registered office and a registered agent. The registered agent is a person who is resident in the state of New Jersey and is authorized by the LLC to accept legal and official correspondence on behalf of the LLC. For LLC's that are physically located in New Jersey, the company office may act as the registered office and an employee or member may act as agent. The LLC may also act as its own agent. Another company may also act as registered office and registered agent for the LLC, as long as that company is registered to do business in New Jersey and has an office located in the state.
All LLCs registered in New Jersey are required to submit an annual report. The report requests the following information: the name and address of the LLC and registered agent, and the names and addresses of the managing members or managers. If no report is filed for two years in a row, the LLC will be declared inactive and its registration may be revoked.
An operating agreement is a contract among the members of the LLC that sets out the conditions for operating and managing the company. Although an operating agreement is not required for LLCs in New Jersey, if there is no operating agreement, New Jersey company law will govern matters such as how the LLC may add new members and what conditions will cause the company to dissolve. For example, New Jersey law does not give members of an LLC an automatic right to vote on company matters, but it does state that an operating agreement may give members this right.