The New Jersey LLC operating agreement is a legally enforceable document that is set fourth to coordinate and structure all of the internal, daily information, with regard to the business. The document is not required to be filed with the State, however, the document must be kept by all members involved. Completion and possession of this document will assist in the prevention of personal legal liabilities for any company debts and will offer protection against any misunderstanding of the member’s rights and duties to the company.
Table of Contents
Multi-Member – This document should be selected for LLCs that have more than one (1) owner. The document would establish all ownership, as well, it would establish the various financial relationships between the managers and partners.
Single-Member – This document is designed for LLCs with only one (1) owner. The document will allow for the recording of daily business practices, as well, they shall have the ability to maintain a separate legal status to apply between any activities that are personal and those that are business.
Business filings in the State of New Jersey are handled by the Division of Revenue, and it is with their offices that you will be submitting your LLC forms. However, before filing, you are encouraged to search for your business name in the to ensure that no other business has filed with, or reserved, the same name or one that is distinctly similar.
Step 1 – Registered Agent
Managing members of the LLC must elect a Registered Agent before filing in the State. A Registered Agent is an individual that the LLC grants permission to accept State filings on the company’s behalf, such as service of process and annual reports. The agent may be one of the following:
- Individual resident of the State
- Individual with the authority to transact business in the State
Step 2 – Choose your LLC Type
Depending on your filing circumstances, your LLC will be categorized as either a Domestic or Foreign entity. Choose your LLC type based on the following:
- Domestic – You are attempting to file a new LLC within the State
- Foreign – You are attempting to file an existing LLC, initially formed out-of-state
Step 3 – File the Application
Download the application below and fill it in with the requisite information (continue reading on for online filing instructions).
- Domestic and *Foreign LLC – Public Records Filing for a New Business Entity
*A Foreign application must include a Certificate of Existence to prove the validity of the company.
To file online, navigate to and follow the prompts given on screen.
Step 4 – Pay the Fee
The Division of Revenue demands a $125 filing fee for LLC applications. Online applicants will be able to supply the fee by credit card or e-check. If submitting a paper application, enclose a check or money order made payable to the ‘Treasurer, State of NJ’ and send your filing package to the following address:
New Jersey Department of the Treasury, Division of Revenue & Enterprise, Services/Corporate Filing Unit P.O. Box 308, Trenton, NJ 08646-0308
Step 5 – LLC Operating Agreement
While an LLC operating agreement isn’t required by law in the State, it is highly advisable that one be drafted as it can provide documentation of a number of important details, such as the managerial rights and duties as well as the financial investments of the ownership. Should you choose to draft the form, have each member review it before implementing it officially.
Step 6 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is the corporate equivalent to a Social Security Number in that the Internal Revenue Service issues it to business entities for tax reporting purposes. An EIN is free to obtain and it may be acquired on the or through the mail with Adobe PDF Form SS-4. Once acquired, the LLC will be able to do the following:
- Open company bank accounts
- Hire employees
- Request credit cards
Step 1 – Enter the name established for the LLC. Provide the date in which the agreement shall become effective in dd/mm/yyyy format. Submit the name(s) of the member(s).
Step 2 – Section 1: Provide the effective date of formation of the LLC, in dd/mm/yyyy format. Enter the name of the company. Submit the name under which the company business will be conducted. Submit the complete company address located within the State of New Jersey.
Continue by providing the full name and complete address of the initially registered agent. Enter the date in which the term of the document commences, in dd/mm/yyyy format.
Step 2 – Review all of the following Titled Sections:
- Section 2 – Capitol Contributions
- Section 3 – Allocation of Profits and Losses, Distributions
- Section 4 – Indemnification
- Section 5 – Powers and Duties of Managers
- Section 6 – Salaries, Reimbursement and Payment of Expenses and Fiscal Year, Banking
- Section 8 – Transfer of Membership Interest
- Section 9 – Dissolution and Winding Up of the Company
- Section 10 – General Provisions
Step 3 – All members must provide their typed or printed name and signatures.
Step 4 – In the “Listing of Members – Schedule 1”, enter the name of the company. Next, date the listing of the members (dd/mm/yy format). Once dated, enter the names and complete addresses of all members. The members must then authorize their listing by provision of printed names and signatures by each member. Date the required signatures in dd/mm/yy format. Each member must agree to the statements in this section by printing/typing their name and submitting their signature(s)
Step 5 – In completion of “Listing of Capital Contributions – Schedule 2”, begin by entering the name of the company. Once established, each member must submit their name, the dollar amount of their initial contribution, and the percentage of their share of the ownership of the company.
Step 6 – In “Listing of Valuation of Members Interest – Schedule 3”, enter the name of the company. The members must enter their names and list the dollar amount of their valuation endorsement.
Step 7 – The document shall be completed by a notary public after all signatures, throughout the document, have been witnessed and recorded by the notary. The notary will complete acknowledgement by affixing the official seal.