New Jersey Foreign LLC Registration (How-to Guide)
Ready to take your business to New Jersey but unsure where to start? Don’t fret! Our step-by-step guide to foreign LLC registration will simplify the process for you.
From finding a registered agent to completing essential paperwork, I’ll break it down so you can focus on growing your business.
Key Highlights: New Jersey Foreign LLC Formation
A New Jersey Foreign LLC is a company formed outside New Jersey but registered to do business in the state. To register, you need to file an Application for Certificate of Authority with the Department of Treasury and pay a $125 fee.
You must register if your LLC has an office in New Jersey, hires employees or contractors in the state, owns or rents property, or has licensing agreements with New Jersey businesses. This process ensures your LLC is compliant and can operate legally in New Jersey.
Consider using a registered agent based in New Jersey to simplify this process. Northwest Registered Agent is the best option.
New Jersey Foreign LLC Requirements
1. Certificate of Good Standing
Before registering your foreign LLC in New Jersey, you must provide a Certificate of Good Standing (or Certificate of Existence) from the state where your LLC was originally formed. This document confirms that your LLC is in good standing and complies with state regulations.
2. New Jersey Registered Agent
Your LLC must appoint a registered agent in New Jersey. This person or service will receive legal documents and official correspondence on behalf of your LLC. The registered agent must have a physical address in New Jersey.
Although it’s possible to use friends or family as your registered agent, I recommend hiring a professional registered agent service for a more dependable and efficient solution.
3. Application for Registration
To officially register your foreign LLC, complete and submit the Application for Registration.
This form, available from the New Jersey Department of Treasury, Division of Commercial Recording, requires the following information:
- Legal name of the LLC
- State or jurisdiction of formation
- Principal office address
- Name and address of the New Jersey registered agent
- Mailing address (if different from the principal office address)
- Names and addresses of the LLC’s members or managers
- Signature of an authorized person
If filing by mail, send your completed form to the following address:
New Jersey Department of Treasury
Division of Revenue & Enterprise Services/Corp. Filing Unit
P.O. Box 308
Trenton, NJ 08646-0308
If filing in person, send your completed form to the following address:
33 West State Street 5th Floor
Trenton, NJ 08608-1214
4. Tax/Employer Registration Form
Finally, your LLC must file the New Jersey Tax/Employer Registration Form. This form registers your LLC with the New Jersey Division of Taxation, ensuring you comply with state tax and employer requirements.
5. Annual Reports Filing
Every LLC in New Jersey must file an Annual Report with the New Jersey Division of Revenue and Enterprise Services. The filing fee is $75. The report includes the name and address of your LLC, the name and address of your registered agent, and the names and addresses of your LLC’s members.
How to File a Foreign LLC in New Jersey State
Step 1. Selecting Your Business Name (new or existing)
Before registering your foreign LLC in New Jersey, ensure your business name is available and meets state requirements. Check the New Jersey Business Name Database here to confirm that your LLC’s name hasn’t already been taken.
If your desired name is available, you can proceed. If it’s already in use, you may need to choose a different name or file for a reservation to secure it.
Step 2: Obtain a Certificate of Good Standing
Next, you need a Certificate of Good Standing (also known as a Certificate of Existence) from the state where your LLC was initially formed. This document verifies that your LLC is properly registered and in good standing with its home state.
It is an essential part of the registration process in New Jersey, as it proves the legitimacy of your LLC.
Visit the Secretary of State website, pay a small fee, and get your certificate right away.
Step 3. Appointing a New Jersey Registered Agent (I use Northwest)
Your LLC must designate a registered agent with a physical address in New Jersey. The registered agent will act as the point of contact for receiving legal documents and official notices on behalf of your LLC.
This can be an individual resident or a professional registered agent service with a physical office in New Jersey.
You can choose any registered agent service, but I recommend Northwest Registered Agent for their excellent service.
Want insights on Northwest Agent? Read my review here.
Step 4: Complete the Application for Registration
To officially register your LLC in New Jersey, complete the Application for Registration.
This form, available from the New Jersey Department of Treasury, Division of Commercial Recording, requires the following details according to NJ Rev Stat § 42:2c-58:
- Name of your company (or its DBA)
- State where the business was originally formed
- Mailing address of the company’s principal officers
- Name and address of the registered agent in New Jersey
In New Jersey, filing for a foreign registration costs $125. If you want to add a DBA name, it will be an extra $50. If you need your application processed quickly, it costs an extra $50 for same-day service or $25 for 24-hour service.
Step 5: File the Tax/Employer Registration Form
Once your Application for Certificate of Authority is complete, you must file the New Jersey Tax/Employer Registration Form. This step ensures your LLC complies with state tax laws and is registered for any necessary tax and employer accounts.
This form helps you set up tax obligations and ensures the New Jersey Division of Taxation recognizes your LLC.
Step 6: Review and Secure Foreign Registration Documents
Finally, ensure you have all the documents and forms for your foreign LLC registration. Some resources, forms, and additional information may be available online through the New Jersey Division of Revenue and Enterprise Services.
Reviewing these documents can help you confirm that you’ve completed all necessary steps and that your registration is in order.
How long does it take?
New Jersey usually processes online and in-person foreign LLC filings in about a day. However, faxed or mailed filings can take a month or longer. So, it’s best to file online.
Registration Fee – How Much Does a Foreign LLC in New Jersey Cost?
When registering a Foreign LLC in New Jersey, it’s important to understand the associated costs to ensure your budget covers all necessary fees.
Here’s a detailed breakdown of what you can expect to pay:
Basic Filing Fee
The primary cost for filing a Foreign LLC registration in New Jersey is $125. This fee is required to submit your application to the New Jersey Division of Revenue and Enterprise Services. This step is essential for legally operating your out-of-state LLC within New Jersey.
Additional DBA Name Fee
If your Foreign LLC plans to operate under a different name in New Jersey (a DBA or “Doing Business As” name), you must include an additional $50 in your total cost. This DBA name registration is necessary if your original LLC name is unavailable or if you prefer to use a different name for your business activities in New Jersey.
Expedited Processing Fees
For those who need their registration processed faster than the standard timeframe, New Jersey offers expedited services at an extra cost:
- 24-Hour Service: For an additional $25, your application will be processed within 24 hours of submission. This option provides a quicker turnaround than the standard process but is less urgent than same-day service.
- Same-Day Service: For an additional $50, your application will be processed on the same day it is received. This option is ideal if you rush to get your LLC up and running in New Jersey immediately.
When registering your LLC in New Jersey, you must choose a registered agent with a physical address to handle legal documents. This service usually costs between $200 and $1,000. However, my favorite registered agent charges less than $100. Click here.
Do foreign LLCs need to file New Jersey Articles of Organization?
Foreign LLCs do not need to file New Jersey Articles of Organization. Instead, they must file a Certificate of Authority with the New Jersey Division of Revenue and Enterprise Services to legally operate in the state. The Certificate of Authority is the official document allowing a foreign LLC to do business in New Jersey.
How are Foreign Entity LLCs in New Jersey taxed?
A foreign LLC in New Jersey defaults to being a pass-through entity. This means the LLC itself does not directly pay taxes. Instead, its profits (or losses) pass through to the members, who report these amounts on their tax returns. The members are responsible for paying taxes to the IRS based on their share of the LLC’s income.
Also, LLCs can elect to be taxed as S-Corporations or C-Corporations. This election can be made by filing the appropriate forms with the IRS, and depending on the specific circumstances of the business and its members, it may provide certain tax benefits.
FAQs on New Jersey Foreign LLC Registration
Can I Be My Registered Agent for My New Jersey LLC?
Yes, you can be your registered agent for your New Jersey LLC. However, you must have a physical address in New Jersey to receive legal documents and official mail during regular business hours.
Why Hire a New Jersey Registered Agent Service?
Hiring a New Jersey registered agent service ensures you have a reliable professional to handle important legal documents and notices. This service provides privacy, as their address will be listed instead of yours, and ensures compliance with state requirements by being available during business hours.
How Can I Withdraw My New Jersey Foreign LLC?
To withdraw your New Jersey foreign LLC, you must file a Certificate of Withdrawal with the New Jersey Division of Revenue and Enterprise Services. This involves completing the necessary forms and paying the required fees.
Is a Physical Presence Required in New Jersey to Form an LLC as a Foreigner?
No, a physical presence is not required to form an LLC in New Jersey as a foreigner. You need a registered agent with a physical address in New Jersey to handle legal documents on your behalf.
How Do I Amend a Foreign LLC in New Jersey?
To amend a foreign LLC in New Jersey, you must file a Certificate of Amendment with the New Jersey Division of Revenue and Enterprise Services. This includes updating any changes to your LLC’s information and paying the necessary fees.
What Does It Mean to Do Business in New Jersey?
Doing business in New Jersey means operating, conducting, or maintaining your LLC. This can include having an office, employing workers, or conducting sales and services within New Jersey.
Does a Foreign LLC Have to File an Annual Report in New Jersey?
Yes, a foreign LLC must file an annual report in New Jersey. So, if you registered on April 25, 2025, your annual report would be due by April 25th each year after that. The annual report fee is $75.
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