These are the steps to form a single-member limited liability company (SMLLC) in New Jersey. Remember: For most formation purposes, a New Jersey SMLLC is considered the same as a multi-member limited liability company (LLC).
The name of a New Jersey SMLLC must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." "Limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." The SMLLC's name may contain the name of its member or a manager. The name must be distinguishable from the names of other business entities already in the records of the the Division of Revenue (DOR) within the New Jersey Department of Treasury (DOT) either as a reserved name or as incorporated, organized, or authorized to do business in the state.
Make sure the name you want is available by doing a business entity name search on the website for the Business Records Service of the DOR. You can reserve a name for up to 120 days online or by filing an Application for Reservation of Name with the DOR. The name reservation filing fee is $50.
You create a New Jersey SMLLC by submitting a Public Records Filing to the Division of Revenue. To complete the filing you'll need to provide the name of your new SMLLC, the name of the SMLLC's registered agent, the purpose and duration of the SMLLC, and a few other basic details.
The DOR has a Public Records Filing form available on its website. The form is designed to work for multiple kinds of new business entities, not just SMLLCs, so be careful when completing it. (The form does include detailed instructions.) You can file the form by mail or online. The current filing fee for the Public Records Filing is $125.
Every New Jersey SMLLC must have a registered agent. A registered agent is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The registered agent can be an individual New Jersey resident who is at least 18 years old, or a New Jersey or foreign corporation authorized to do business in New Jersey. The registered agent must have a physical street address in New Jersey.
All of the paperwork and procedural steps to start a single-member limited liability company in New Jersey can be done online using Nolo's New Jersey Online LLC Formation application.
New Jersey does not require an SMLLC to have an operating agreement. However, even though an SMLLC has just one member, an operating agreement is highly recommended. An SMLLC operating agreement does not need to be filed with the state.
The operating agreement is usually made between the single member and the LLC itself. The agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure. Having an agreement in place can help with liability protection by separating your business from you personally. It also can be useful with lenders and other businesses when entering into business transactions.
In most states, if you don't state that your SMLLC will be manager-managed when you first register with the state, then your SMLLC will be treated by default as member-managed. The distinction between member-managed and manager-managed can be important so be sure to consider both options before you decide which type of management structure you want for your SMLLC.
An SMLLC that keeps its default tax status of disregarded entity (same as a sole proprietorship) and does not have employees is not required to obtain a federal Employer Identification Number (EIN). Instead, owners of these SMLLCs can report their business profits and losses on their personal tax returns using their own Social Security number or tax identification number.
If your SMLLC has employees or if you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN for your SMLLC, there are often business reasons for doing so. Banks often require an EIN to open an account in the business's name and other companies you do business with may require an EIN to process payments. In many cases it makes sense to obtain an EIN for your SMLLC even if it is not required for federal tax purposes.
You can get an EIN by completing an online application on the IRS website. There is no filing fee.
You must register your SMLLC with the New Jersey Division of Revenue. Register using the Business Registration Application either on paper (Form NJ-REG) or online. Submit your Public Records Filing before filing the Application, but then file the Application within 60 days of your Public Records Filing. For more information on tax and other filing requirements, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
Depending on what kind of business you're running and where it's located, you may need to obtain local or state business licenses for your SMLLC. Among other possibilities, these might include licenses related to:
Check the New Jersey Online License & Certification website for information.
The State of New Jersey requires you to file an annual report for your SMLLC. The report must be filed online using the DOR's On-line Corporate Annual Report website. You'll need your SMLLC's state-issued entity number and original date of organization to access the online form. Only a few pieces of information—mainly the name of your SMLLC's registered agent and the SMLLC's registered office address—are required to complete the report.
The annual report must be filed each year by the end of the anniversary month of the SMLLC's creation. The filing fee is $50.