New Jersey Foreign Registration / Delaware-formed LLCs
A Delaware-formed LLC in New Jersey: the tax first, then the certificate, then the filing
A Delaware LLC that moves into New Jersey pays the Treasury $100 and keeps paying Delaware $400 every year, so the first year's state charges come to $500. The home-state paper New Jersey asks for is Delaware's short-form certificate of good standing, which Delaware sells for $50.
Delaware and New Jersey compared
| What | Delaware | New Jersey |
|---|---|---|
| Recurring charge | $400 tax | $75 report |
| When it falls due | June 1 | We confirm when we file |
| If it is missed | $200 penalty and interest | Revocation after two years in a row |
| Proof of standing | Short certificate, $50 | Certificate issued at home |
| Cost to enter | Already formed | $100 to the Treasury |
Pay Delaware before anything else
A good standing certificate depends on the LLC being current at home. That makes the Delaware tax the first item on the list, ahead of the name search, the agent and the form. Check the Delaware account, pay what is due, and only then request the certificate.
What the Delaware tax is
Each year Delaware bills the LLC $400, payable by June 1, and adds $200 to a late payment. The tax follows activity in Delaware's own records at any point in the year, with no reduction for a company formed late, so a December formation owes the full amount. New Jersey has no equivalent tax on the registration, only its annual report.
Adding up the first year
The Treasury's registration is $100. Add Delaware's certificate and the New Jersey-side total is $150. Add the Delaware tax too and the year's state charges are $500. Our own charge, $199, sits on top of those figures.
The New Jersey agent is a separate appointment
An agent in Delaware cannot be reused here unless it is also an authorized person in New Jersey with an office in the state. The agent page lists the choices.
The name on the filing
New Jersey wants the Delaware name as written in the formation document. Where another entity already uses it here, the foreign LLC has to operate under a secondary name and file on paper. Nothing changes in Delaware's records when that happens.
Case: a Delaware LLC buys a two-family house in Hoboken
An LLC formed in Delaware buys a two-family house in Hoboken to rent out. Income-producing real property in New Jersey counts as transacting business, so the LLC registers before it takes rent. It pays Delaware, orders the certificate, names a New Jersey agent and files with the Treasury, and the first annual report goes on the calendar.
Case: a Delaware LLC that only banks in New Jersey
The statute treats a bank account as incidental. A Delaware LLC whose only New Jersey link is an account at a local bank is outside the registration rule, though it should still keep its Delaware tax current. The trigger page lists the other activities that stay outside it.
Two calendars to keep
Delaware collects its tax on June 1 every year. The state's online service offers free reminders for the New Jersey report, so add both dates to one calendar. Missing Delaware's date also endangers the New Jersey filing, since the home certificate is only as good as the LLC's standing on the day it is issued.
If the Delaware tax goes unpaid
Pay after June 1 and the bill rises to $600 before interest. A late payment also delays a New Jersey filing that depends on the certificate.
Order of work for a Delaware-formed LLC
Clear the Delaware account
The tax is $400, due June 1.
Request the certificate
The short form costs $50.
Choose the New Jersey agent
One agent and a New Jersey street address.
Prepare the filing
Delaware is the state of formation; use the exact name.
Submit and pay
$100 to the Treasury.
Register for tax
File NJ-REG once the approval arrives.
Delaware corporations
A Delaware corporation takes the corporate route at $100. An officer signs, and the home certificate must be thirty days old at most. Delaware's franchise tax is outside this page, and the corporation page has the New Jersey side.
Ending the New Jersey registration
A certificate of cancellation costs $125 and leaves the Delaware LLC untouched. The cancellation page has the steps.
The New Jersey report afterwards
After approval the LLC owes a New Jersey report of $75 each year, and two missed years in a row can end the authority.
Short form or long form
Delaware sells a long-form certificate for $175 as well. The New Jersey pages ask only for a good standing certificate, which fits the short form.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC questions
Does the Delaware tax count toward New Jersey?
No. Delaware and New Jersey bill separately.
Will my Delaware agent do for New Jersey?
Only if it holds New Jersey authority and keeps an office here.
What recurs in New Jersey?
An annual report at $75.
Our fee and the New Jersey fee
Register in New Jersey
New Jersey
$199
+ $100 New Jersey fee
- The New Jersey Public Records Filing, completed from your answers
- A check that the home-state good standing certificate is ready to attach
- Our New Jersey agent and office, or an agent of your own choosing
- The filed record is returned to you
- Renewal: after the first year, the agent service renews at $149 a year
The Treasury's fee for a foreign LLC is $100, and checkout lists it on its own line, separate from our charge. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New Jersey Division of Revenue and Enterprise Services, registry fee schedules
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- New Jersey Revised Uniform Limited Liability Company Act, chapter 50
- New Jersey Division of Revenue and Enterprise Services, additional information on new businesses
- New Jersey Division of Revenue and Enterprise Services, Business Formation service
- New Jersey Division of Revenue and Enterprise Services, reinstate a revoked or voided business
- Division of Corporations, certificates of status and entity status online
Ready to register in New Jersey?
Place the order and we prepare the filing in the form the Treasury expects.