What are Articles of Organization?
The articles of organization are legal documents used to establish a limited liability company (LLC) at the state level. It has different names depending on the state, and New Jersey refers to these articles as the “Certificate of Formation.” A limited liability company (LLC) is a business organization type in the United States where the owners are not held personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the features of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC to protect your own personal assets. Each state has different laws on forming an LLC. However, submitting the Articles of Organization is the primary step when establishing an LLC in all states, including New Jersey.
What is the Purpose of the Certificate of Formation?
This document is a foundational document used to create a limited liability company (LLC) as a legal entity recognized by the state. New Jersey's Articles of Organization are filed with the Division of Revenue and Enterprise Services.
What information needs to be included in the Certificate of Formation?
In New Jersey, you must include the following when submitting the Certificate of Formation.
- Name of the LLC
- The purpose of the LLC
- The street address (must be a New Jersey Street Address)
- Name and address of all organizers who aren’t managers or members
- Whether it's a manager-managed or a member-managed LLC, it must contain a statement saying which one the company will operate as. It should also include the addresses and names of all the members or managers.
- Signature of at least one LLC member
How to File Certificate of Formation?
You can use this document to file the Certificate of Formation in person, via mail, or via fax. If you would like to file online, you can do so here. You may also draft your articles of organization in compliance with New Jersey’s laws. You will need to pay $125 to New Jersey’s Division of Revenue when submitting the articles of organization. The mailing address is listed seen below:New Jersey Division of Revenue
P.O. Box 252
Trenton, NJ 08646
The time it takes to process your certificate of formation can be between 3-10 business days after filing online.
Step 1: Enter your proposed name
The name must be entered in English characters and have one of the following indicators: Limited Liability Company, LLC, or L.L.C. When inputting the desired name into the online filing system, a search will be made to determine whether the proposed name is acceptable and follows the New Jersey state statute. When selecting a name for your New Jersey LLC, make sure it is unique and follows New Jersey LLC name guidelines.
You can ensure that your LLC name is not already registered by performing a business search. Click here to search through existing businesses in New Jersey. By searching for the name before submitting your Certificate of Formation, you can avoid rejection by proposing a name that was already registered. It can help prevent your forfeiture of any fees with filing.
Step 2: Principal Office Address
You need to include the primary address where your business will be located.
Step 3: Indicate whether you will create a series LLC
A series LLC is a particular type of LLC where the articles of the organization allow for unlimited separation of membership interests, operations, and assets into different series. Each series operates like a separate entity with a unique name, separate books and records, and bank accounts. Series LLCs may have different members and managers in each. Unfortunately, New Jersey does not have a series LLC provision. So if you are interested in establishing a series LLC, you will have to do so in a different state.
Step 4: List your registered agent.
The registered agent is an entity or individual that receives service of process when a party undergoes a legal action such as a lawsuit or summons. New Jersey sends all correspondence to the agent. Your registered agent must have a New Jersey Street address and be over 18.
For commercial Registered agents, all you need to include is the agent’s name. For noncommercial agents, enter the name and address. The registered agent can either be an individual or a business entity. However, it must be in good standing with the State if they are a business entity.
Knowing that a business cannot serve as its Registered Agent is important.
Step 5: Provide the information of your organizer.
This includes the organizer’s name and address. This person must be certified to sign the Certificate of Formation. Any person or business entity may be an organizer. The organizer is not required to create and submit the Articles of Organization.
Step 6: List name and address of at least one member/ manager
At least one manager, member, or governing person must provide their name and address. It is optional to list all members.
Step 7: Specify the duration (optional)
If you have an anticipated end date for your LLC, you can list the duration of your business. LLCs may utilize this with a purpose that, once completed, no longer needs to continue.
Step 8: Business Purpose (optional)
You also have the option of listing the business purpose.
Step 6: Pay the application fee.
The application fee is $125 for a New Jersey LLC application. You must ensure the application is filled out completely and correctly to avoid forfeiting the nonrefundable application fee.
Step 7: Other steps after submission of your articles of organization.
You can submit a standing certificate to New Jersey’s Division of Revenue and Enterprise services to attest to the legal status of your LLC operating in the state. Two types of standing certificates pertain to LLCs, these include short form and long form standing certificates. The cost is $50 and $100 respectively. You can obtain this certification through this link.
What are some reasons my New Jersey
LLC application may be rejected?
The Division of Revenue may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be payable to the proper division where the filing is sent. It is also essential that your papers are legible and complete. You risk being rejected if your writing is incomplete or cannot be understood. The documents must be signed by a member of the LLC, manager, or authorized person.
How can a Lawyer help submit the Certificate of Formation?
Having a lawyer assist you in filing the Certificate of Formation is unnecessary. However, it may be helpful to have an expert navigate the New Jersey-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for your needs.
You should work with an attorney if you have difficulties filling or have additional questions.
What is the difference between Certificate of Formation/ articles of organization and articles of incorporation?
The articles of organization and the articles of incorporation can easily be confused. They are very similar but have one main difference: articles of organization are meant for LLCs, as outlined here, and articles of incorporation are for corporations.