New Jersey foreign LLC registration: one Treasury filing, a second tax form, and a report every year

Business filings in New Jersey go to the Division of Revenue and Enterprise Services, part of the Department of the Treasury. The state's paper form is titled Public Records Filing for New Business Entity, and the same form says that once it is filed it is your original certificate and that its contents are public. A foreign LLC enters entity type code FLC. Two names are in use for the approved record: the fee schedule says certificate of registration, and the statute says certificate of authority.

The Business Formation service is the online route. It walks through Business Information, Registered Agent, Other Provisions, Signatures, Review and Payment, and it takes a credit card or an eCheck. The paper form can be mailed to PO Box 308, Trenton, NJ 08646, delivered over the counter at 33 West State Street, 5th Floor, Trenton, NJ 08608, or uploaded through the state's fax filing service. Mail and counter filings from for-profit entities go in duplicate. We use the online route when the papers allow it, because the service checks for the items it needs before you pay.

Approval is not the end of the paperwork. DORES says to get an EIN from the IRS first, then file the authorization filing, then file the tax and employer registration form, NJ-REG, online. Only after both does the business qualify for a Business Registration Certificate, which is needed to contract with a public agency or apply for state grants and tax credits. An out-of-state business that thinks it has no tax nexus can file NJ-REG on paper and accept a nexus review. Tax questions belong with an accountant.

New Jersey gives no standard turnaround for an online filing, so we quote none. Faster service is sold over the counter: $25 for the filing office's expedited service, and $500 or $1,000 for two-hour and one-hour processing.

The state's services produce certificates as proof of filing, and those certificates can be validated online. A filed Public Records Filing is also your original certificate of registration. Keep both, since lenders, landlords and agencies ask for proof of authority.

Three questions are worth a lawyer's time: whether your particular activity counts as transacting business, how to treat any months of operation before registering, and how the LLC's structure interacts with the property rule. We prepare the filing; the answers to those belong to a professional who can see your facts.

Ending a foreign LLC's registration costs $125, which is more than the entry fee. The cancellation page has the steps. An LLC that stops filing reports and is revoked can be reinstated for $75 plus its reports, as the annual report page explains.

A foreign limited partnership or LLP also pays $100. Foreign nonprofits pay $100, with a $30 annual report. We prepare LLC and corporation filings directly and ask partnerships and nonprofits to write first.