New Jersey Foreign Registration / Cost of waiting
Penalties for a foreign LLC that skips registration in New Jersey
A foreign LLC that transacts business in New Jersey without a certificate owes a fine of $200 for each year or part of a year, and it cannot bring a suit in New Jersey courts until it registers. Registering costs $100.
The penalties at a glance
- Fine
- $200 for each year or part of a year
- Paid to
- The State Treasurer
- Recovered by
- The Attorney General, with costs
- Court access
- No suit in New Jersey courts until registered
- Contracts
- Still valid
- Members and managers
- Not liable merely because the LLC is unregistered
- Statute
- N.J.S.A. 42:2C-65 and 42:2C-66
The yearly fine
Section 66 of the LLC act sets a fine of $200 for each year or part of a year in which the LLC transacts business without a certificate. The amount is paid to the State Treasurer, and the Attorney General recovers it, together with costs, and may seek an injunction. Because part of a year counts as a year, an LLC that operated for only a month could face a full year's fine.
The courthouse is closed
Section 65 bars an unregistered foreign LLC from maintaining a proceeding in a New Jersey court. For a business that relies on collecting unpaid invoices, this is the sharpest penalty, because the company cannot sue the customer who has not paid. The bar lifts once the LLC obtains its certificate, which is why registering late is still worth doing.
Contracts survive
Not registering does not void what the LLC signed. The statute says the failure does not impair the validity of the LLC's contracts or acts. A customer has no right to cancel a deal merely because the LLC was unregistered. That protection runs in one direction only: the LLC can be sued in New Jersey, but cannot itself sue.
Members and managers are protected
The statute says a member or manager does not become personally responsible for the company's debts merely because the LLC lacked a certificate. The risk lies with the company, not the people behind it. That reading is limited to the registration failure, and it does not shield anyone from liability for their own acts.
The filing office becomes your agent for service
Doing business without a certificate, or cancelling one, is treated as naming the filing office to take service of process for the LLC. Legal papers for an unregistered LLC therefore go to the state, which forwards them to an address the LLC may not have kept current. The practical risk is a missed deadline in a lawsuit you did not know about. Naming a real registered agent avoids that.
Corporations face a different penalty
A foreign corporation that does business without authority faces a penalty between $200 and $1,000 for each calendar year, reaching back no more than five years. An LLC's fine is a flat $200 per year, but a corporation faces a range.
How to cure it
Registering stops the exposure from growing and ends the bar on suing. The statute sets the fine by the year or part of a year, so an LLC that has operated here for several years should add up those years. How the Attorney General treats a late registrant depends on your facts; a New Jersey business lawyer can tell you, and can also advise on back taxes, which are a separate subject.
Worked example
An LLC starts renting out a New Jersey property in March and registers in the second year, in January. It operated in parts of two years, so the fine could be two times $200. Registering costs $100. The fine exceeds the fee, so registering promptly is cheaper than waiting.
LLC and corporation exposure side by side
| Item | Foreign LLC | Foreign corporation |
|---|---|---|
| Money penalty | $200 per year or part | $200 to $1,000 per calendar year |
| Look-back | Each year of operation | Not more than five years |
| Registration fee | $100 | $100 |
Registering now
The registration guide walks through the process, and the trigger page helps you decide whether you are inside the rule. We prepare the filing for $199.
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.
Penalty questions
How big is the fine?
$200 for each year or part of a year, for an LLC.
Can an unregistered LLC sue?
Not in a New Jersey court until it registers.
Do the contracts become void?
No. They stay valid.
Do members become personally liable?
Not merely because the LLC is unregistered.
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.
Ready to register in New Jersey?
Place the order and we prepare the filing in the form the Treasury expects.