Limited Liability Company

This information came from the State of New Jersey’s Web site. Check with your accountant, lawyer or small business advisor for the most current information or changes to the tax law for this type of business organization.

The NJ Limited Liability Company (LLC) Act, N.J.S.A. 42:2b-1, provides for the establishment of LLCs in NJ. To form a LLC a Certificate of Formation is filed with the Division of Revenue. It should include:

- LLC’s name, the registered agent’s name and address, and the registered office address.

- Latest date of dissolution, if applicable.

- A statement that the LLC has 1+ members, and may stipulate that the entity will be formed at any date/time after filing the certificate of formation.

LLCs are a separate legal entity and can continue until cancellation of the LLC's certificate of formation. Foreign LLCs must register with the Division of Revenue before conducting business in NJ.

Typically LLCs are governed by an operating or other written agreement that sets forth details relating to membership, including relative rights, powers, and duties (e.g., voting). It may also indicate the LLC is headed by a manager and may even provide for classes/groups of members in the manner established in the operating agreement.