A New Jersey LLC operating agreement is a document that defines a company’s structure, including its ownership guidelines and daily activities. To create one, company members come together to discuss their ideal structure.
They must agree on a document’s terms before the agreement can go into effect.
LLC members can amend the document upon creating it as their company’s needs change. All members can keep a copy of the operating agreement in their records, as they don’t have to file it with any governing body.
Is an LLC Operating Agreement Required in New Jersey?
No, New Jersey doesn’t require an operating agreement for LLCs. However, having one can help you lay out the blueprint for your LLC’s conduct.
Title 42, Chapter 2C of the New Jersey Statutes contains the Revised Uniform Limited Liability Company Act, which guides the governance of LLCs in the state.
There are three statutes for operating agreements that you can familiarize yourself with:
- § 42-2C-11 (Operating agreement; scope, function, and limitations)
- § 42-2C-12 (Operating agreement; effect on limited liability company and persons becoming members; preformation agreement)
- § 42-2C-13 (Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company)
Costs and Fees
Some of the fees that come with registering and owning an LLC in New Jersey include:
- $125 filing fee for the certificate of formation (whether your LLC is a domestic or foreign one)
- $75 filing fee for the annual report each year
- $50 fee to reserve a desired business name for 120 days
- $100 fee to amend your operating agreement
How to Start an LLC in New Jersey
If you’re ready to get started, these are the steps you’ll take to form your New Jersey LLC:
Step 1 – Choose a Name
The first thing you should do is choose a name for your company. You cannot select the same name as an existing business in the state. When you decide on your name, you can look up names in the New Jersey business name database to ensure that the name you want is available.
The name you choose also must end with “Limited Liability Company,” “LLC,” or “L.L.C.”
Step 2 – Choose a Registered Agent
All LLCs in New Jersey must designate a registered agent. A registered agent can accept legal correspondence on behalf of the LLC. You can choose an individual or a company to act as your registered agent.
If you choose a company to serve as a registered agent, they must have a physical address in New Jersey (a P.O. box is not considered a physical address). If your registered agent is an individual, they must be a state resident and have a physical address in New Jersey.
Some LLCs select their registered agent through a registered agent service company for a small fee.
Step 3 – File Your Certificate of Formation
The certificate of formation is filed with the New Jersey Division of Revenue, and you can file it online or via traditional mail. The information required for the certificate of formation includes:
- The name of the LLC and its purpose
- Date of formation
- The name, email, and address of the registered agent
- Name and signature of the person completing the certificate
Additionally, foreign LLCs must submit a certificate of good standing from their home state.
Step 4 – Create Your Operating Agreement
The operating agreement is optional, but you should strongly consider creating one all parties review and agree upon. Information to incorporate into your operating agreement includes:
- The purpose of the LLC
- Purpose of the business
- Names and contact information for each member of the LLC
- Financial contributions of each member of the LLC
- The ownership stake of each member
- Voting rights of each member of the LLC
- Procedures for dissolution of the LLC if that time comes
Step 5 – Follow State and Federal Rules
There are specific state and federal rules that you must follow once your LLC is created. If you have any employees or multiple members of your LLC, you must apply for an employer identification number (EIN) from the IRS.
New Jersey also requires you to file an annual report. There is a $75 filing fee, and the report must be filed by the last day of the anniversary month of the creation of the LLC.
The report provides updated information to the state, such as your business name and address and the contact information for your registered agent.