New Jersey Limited Liability Company Certificate of Formation

Last Revised on January 16, 2023.

About this Form

A certificate of formation form is the document that one must complete and submit to the state to establish the creation of an LLC within the State of New Jersey. It sets forth the name of the proposed company, the registered agent for service of process, and the address of the place of business, among other information. The purchased version of this form is guaranteed compliant with the laws of the State of New Jersey. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

New Jersey accepts the filing of a certificate of formation form via U.S. mail. It also accepts the filing of the articles of organization form online via the New Jersey Secretary of State's online system for e-filing documents. Before filing online, you must first obtain an employer identification number (EIN) from the IRS. After you have obtained an EIN from the IRS and filed the certificate of formation, you must file the tax/employer registration form (Form NJ-REG), which you may also do online.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in N.J.S.A. 42:2C-8. The name must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC".  "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".

One may determine the availability of a proposed business name for use within New Jersey by querying the state's official Business Entity Search tool.

Required Fees

New Jersey imposes a fee of $125 to file a certificate of formation.

Statutory Authority & Requirements

The statutory authority for an LLC within New Jersey is the Revised Uniform Limited Liability Company Act. (N.J.S.A. 42:2C-1 et seq).

The statutory requirements for a valid certificate of formation filing are set forth in N.J.S.A. 42:2C-18. The text of the statute reads as follows:

42:2C-18   Formation of Limited Liability Company; Certificate of Formation.

a. One or more persons may act as organizers to form a limited liability company by signing and delivering to the filing office for filing a certificate of formation.
b. A certificate of formation shall state:
(1) the name of the limited liability company, which complies with section 8 of this act; and
(2) the street and mailing addresses of the initial registered office and the name of the initial agent at that office for service of process of the company.
c. Subject to subsection c. of section 12 of this act, a certificate of formation may also contain statements as to matters other than those required by subsection b. of this section.  However, a statement in a certificate of formation is not effective as a statement of authority.
d. A limited liability company is formed when the filing office has filed the certificate of formation and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection c. of section 22 of this act.
e. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a certificate of dissolution is signed and delivered to the filing office for filing and the filing office files the certificate.
f. Subject to any delayed effective date and except in a proceeding by this State to dissolve a limited liability company, the filing of the certificate of formation by the filing office is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.