If you want to start and run a New Jersey limited liability company (LLC), you'll need to prepare and file various documents with the state. This article covers the most important ongoing reporting and state tax filing requirements for New Jersey LLCs.
The State of New Jersey requires you to file an annual report for your LLC. The report must be filed online using the DOR's On-line Corporate Annual Report website. You'll need your LLC'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 LLC's registered agent and the LLC'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 LLC's creation. The filing fee is $50.
When it comes to income taxes, most LLCs are so-called pass-through tax entities. In other words, the responsibility for paying federal income taxes passes through the LLC itself and falls on the individual LLC members. By default, LLCs themselves do not pay income taxes, only their members do. Some states do impose a separate tax or fee on LLCs for the privilege of doing business in the state. New Jersey, though, is not one of those states.
However, in some cases, the owners of an LLC choose to have their business treated like a corporation for tax purposes. This choice is made by filing IRS Form 2553 with the IRS. (See the IRS website for the form.) Unlike the default pass-through tax situation, when an LLC elects to be taxed as a corporation, the company itself must file a separate tax return. The State of New Jersey, like almost every other state, has a corporation income tax (New Jersey calls it the corporation business tax or CBT). The CBT generally is calculated at a series of marginal rates applied to the business's entire net income (in unusual cases there are other ways to calculate the tax). If your LLC is taxed as a corporation you'll need to pay the CBT. For more details, check Nolo's article, 50-State Guide to Business Income Tax, or the DOT website.
Does your LLC have employees? If so, you'll need to pay employer taxes. Some of these taxes are paid to the federal government (the IRS) and are not covered here. (But note that federal employer tax obligations start with obtaining a federal employer identification number (EIN).) However, New Jersey employers also must pay taxes to the state.
First, you'll need to withhold and pay employee income taxes to the Division of Taxation within the DOT. Begin by registering your business with the DOT either on paper (Form NJ-REG) or online. (You'll need your federal EIN in order to register.) Once you've registered, you'll need to file withholding taxes on a periodic basis (for example, monthly or quarterly). You'll also need to use NJ-W3 each year to reconcile your LLC's tax withholding. For more information on what forms to use and where to file, check the Division of Taxation website.
In addition, you'll probably need to register to pay state unemployment insurance (UI) taxes . These taxes are handed through the Department of Labor and Workforce Development (DLWD). You can register for these taxes online (recommended) or on paper (using Form NJ-REG). Then, on a quarterly basis, you'll need to file contribution reports with the DLWD. These reports must be filed online or electronically. For more information, check the DWLD website.
If your LLC will sell goods to customers in New Jersey, you will need to collect and pay sales tax. Your first step is to register your business with the Division of Revenue and Enterprise Services within the Department of the Treasury. You can register by mail using Form NJ-REG (which is downloadable from the DOT website) or online using the state's Online Business Filing and Registration Service. When you register, indicate that you will be collecting sales tax, and you'll be issued a New Jersey Certificate of Authority for sales tax. Then, on a monthly or quarterly basis, you must file a sales tax return (Form ST-50 or Form ST-51) or use the DOT's online sales tax payment system.
If you will be doing business in states other than New Jersey, you may need to register your LLC in some or all of those states. Whether you're required to register will depend on the specific states involved: each state has its own rules for what constitutes doing business and whether registration is necessary. Often activities such as having a physical presence (a business location) in a state, hiring employees in a state, or soliciting business in a state (such as by telephone, print ads, mail, or the Internet) will be considered doing business for registration purposes. Registration usually involves obtaining a certificate of authority or similar document.
For more information on the requirements for forming and operating an LLC in New Jersey, see Nolo's article, 50-State Guide to Forming an LLC, and other articles on LLCs in the LLC section of the Nolo website.