New Jersey LLC formation: a practical guide

Why New Jersey

The one thing that trips up founders: formation is two steps, at two portals, with two different state agencies. Skip either and you will be functionally unable to open a bank account or pay employees.

At a glance

Formation filing fee (Certificate of Formation)	$125
Annual report fee	$75, due last day of anniversary month
Business Registration Certificate	Required, no fee
Secretary of State	nj.gov/state/dos-bus-main.shtml
State sales tax	6.625%
Corporate Business Tax (CBT)	6.5%–9.0%; 2.5% surtax through 2028 for income > $10M
Pass-through entity tax (elective)	Yes (BAIT — SALT workaround)
Publication requirement	None
Registered agent required	Yes — New Jersey street address

Step 1 — Pick a name

Your LLC name must include "Limited Liability Company," "L.L.C.," or "LLC." Names are checked for distinguishability against all entities on the NJ register. Search availability through Business.NJ.gov. Name reservation is $50 for 120 days if you need to hold it.

Step 2 — Appoint a registered agent

NJ requires a registered agent with a physical New Jersey street address (no P.O. boxes). You may serve as your own agent if you are a NJ resident. Commercial agents typically charge $100–$200/year. The agent's name and address are public.

Step 3 — File the Certificate of Formation (NJ-REG Part 1)

File the Public Records Filing for New Business Entity (NJ's name for the Certificate of Formation for an LLC) through the Division of Revenue's Business Formation portal. The filing fee is $125. You'll provide:

• LLC name
• Purpose (may be general)
• Duration (default perpetual)
• Registered agent name and New Jersey street address
• Main business address
• Signature of an authorized person

Online filings are typically processed same-day. You'll receive a Certificate of Formation and a 10-digit entity ID.

Step 4 — Register for taxes (NJ-REG Part 2)

This is the step people miss. Within 60 days of formation, every NJ LLC must also file Form NJ-REG to obtain a Business Registration Certificate (BRC) from the Division of Revenue. There is no filing fee. Without a BRC:

• You cannot hold state or local contracts
• You cannot receive most state licenses
• Banks often refuse to open a business account
• Employers cannot register for withholding

You can file NJ-REG through the same business portal. Be ready with your FEIN (apply for the EIN first), business activity NAICS code, and any sales tax or employer withholding registrations you need.

Step 5 — Operating agreement

NJ does not require a written operating agreement, but strongly expects one. Single-member LLCs should treat it as mandatory — it is primary evidence the LLC is a separate entity, and NJ courts will pierce the veil without it.

Step 6 — EIN and BOI

Federal EIN: free from the IRS. Ten minutes with SSN or ITIN.

BOI report to FinCEN within 30 days of formation — required for almost all LLCs.

Step 7 — Annual report

The NJ annual report is due on the last day of your LLC's anniversary month, every year. The fee is $75, filed online through the Annual Reports portal. Late filings risk administrative revocation; reinstatement is $75 plus back fees.

Taxation — what to expect

• Corporate Business Tax (CBT). LLCs that elect C-Corp federal treatment pay NJ CBT at 6.5% (up to $50K), 7.5% (up to $100K), or 9% (above $100K). A 2.5% surtax applies for taxable income above $10M, extended through 2028. LLCs taxed as partnerships file Form NJ-1065.
• Pass-through entity tax (BAIT). Since 2020, NJ allows pass-through entities to elect the Business Alternative Income Tax (BAIT), paid at the entity level, generating a federal deduction for members and a corresponding credit on their NJ returns. Worth discussing with your accountant — for many small partnerships and multi-member LLCs the election materially lowers federal tax.
• Gross Income Tax. Individual NJ residents pay NJ income tax on LLC distributive shares at rates from 1.4% to 10.75%.
• Sales and Use Tax. 6.625% statewide. If you sell tangible goods or taxable services, you must register through NJ-REG.
• Minimum tax. LLCs taxed as partnerships owe a NJ minimum tax of $150 per member, capped at $250,000 per year.

When New Jersey is the right answer

• You operate in New Jersey.
• You have employees, customers, or real estate in NJ.
• You want BAIT to capture federal SALT savings for pass-through income.

When it is not

• You are shopping for a low-tax state; NJ is not it.
• You want anonymity; NJ publishes members/managers on annual reports.
• You are a fully remote founder with no NJ nexus — your home state is almost certainly cheaper and simpler.

The honest summary

New Jersey is not a formation destination. It is a working-state. If your business is here, the process is manageable, the portal is modern, and the BAIT election is genuinely useful. Just remember it is a two-step formation: Certificate of Formation, then NJ-REG for the Business Registration Certificate. Do both.