New Jersey Certificate of Formation: How to File the Public Records Filing for an LLC

The New Jersey certificate of formation is the document that legally creates a limited liability company in the state. Filed as the Public Records Filing for New Business Entity under Title 42, it goes to the Division of Revenue and Enterprise Services (DORES) in the Department of the Treasury. Once DORES accepts it, your LLC exists on the state record. This guide covers the steps in the order you should take them, the current fees, and the mistakes that cause delayed or rejected filings.

This article is informational only and is not legal or tax advice. Your choice of entity, ownership structure, and tax treatment depend on your situation. Talk with a New Jersey attorney or CPA before you file, especially if you have several owners, outside investors, or income from other states.

Current fees at a glance

The LLC formation fee is $100 for filings made on and after July 1, 2026. Older guides that quote $125 are out of date. The table below lists the filings covered in this guide.

Filing	Fee
LLC Certificate of Formation	$100
Corporation Certificate of Incorporation	$100
Domestic nonprofit corporation	$50
LLC certificate of amendment	$100
Corporation amendment	$75
LLC annual report (every year)	$75
Name reservation (120 days, renewable)	$50
Change of registered agent or registered office	$25

Step 1: Check that your name is available

Search the DORES Business Name Search at njportal.com before you settle on a name. New Jersey requires your LLC name to be distinguishable from every other name in the state business database. A close match to an existing company can block the filing even if your exact name does not appear in the search.

The name must include an LLC designator: LLC, L.L.C., Limited Liability Co., or Limited Liability Company. If you leave it off, DORES adds one during the filing review. Choosing the designator yourself keeps the name you expect on your certificate. DORES also checks availability during that review, so a clear search result is not a guarantee.

If you need time to finish your paperwork, you can reserve a name for 120 days for $50, and the reservation is renewable. Use the state's name reservation form at unrr1.pdf. For a broader overview of business names, see business.nj.gov.

Step 2: Get your federal EIN

Apply for an Employer Identification Number (EIN) from the IRS before you file. The EIN is your federal tax ID, and you will need it when you complete state tax registration after formation. It is separate from the New Jersey tax identification number that NJ-REG issues later. Confirm the current application process at irs.gov, since federal procedures can change.

Step 3: Name a New Jersey registered agent and registered office

Every LLC must name exactly one registered agent and maintain a registered office in New Jersey. The agent can be an individual or a business entity that is registered and in good standing with the State Treasurer. An individual who meets those requirements can serve, including one of the owners. Many owners instead hire a commercial registered agent service, which charges a yearly fee that varies by provider. Compare the cost and the tradeoffs before you sign up.

The registered office must be a New Jersey street address. A PO box is allowed only if the street address is listed as well. A PO box alone does not meet the requirement, so do not use one as your only address. Changing the registered agent or registered office later costs $25. An agent who resigns without naming a successor also triggers the $25 charge.

Step 4: File the certificate online through the NJ Business Portal

File through the Online Business Entity Filing on the NJ Business Portal at njportal.com (DORES Business Formation). Select the Public Records Filing for New Business Entity for an LLC, enter the name, registered agent, registered office, and the other information the form asks for, and review every field before you submit. Online filings are processed quickly, with roughly one business day before they are reflected in state records. Mailed filings take longer. Keep a copy of everything you submit.

Expedited service applies only to over-the-counter and fax filings, and the expedite fee is added to the basic $100 filing fee. The options are:

• 8.5 business hours: $25 per request for LLCs and LLPs ($15 for corporations and limited partnerships)
• Same day: $50
• Two hours: $500
• One hour: $1,000

Because expedite options are tied to over-the-counter and fax requests, they do not apply to an online submission. If you need speed, confirm the current over-the-counter and fax procedures with DORES before you choose that route. Expedited service is also not available for annual reports.

Step 5: Register for taxes and employer accounts with NJ-REG

Formation is not the end of the state paperwork. After your certificate is on record, register with the Division of Revenue using Form NJ-REG through the NJ Business Portal (Business Registration). NJ-REG produces your New Jersey tax identification number and, where applicable, a sales tax certificate of authority. If you sell taxable goods or services, the New Jersey state sales tax rate is 6.625 percent.

The same registration lets you print a Business Registration Certificate (BRC) if you need one. The BRC is proof that you completed NJ-REG tax registration. It is not a license. New Jersey issues no general statewide business license, and counties license nothing. A BRC is separately required for contractors and subcontractors doing business with the State and other public agencies, unincorporated construction contractors working in New Jersey, and applicants for Casino Control Commission licensure. Many occupations need a professional or industry license from the Division of Consumer Affairs or another agency, and municipalities issue their own local licenses and permits. Check those requirements for your industry and town before you open.

How an NJ LLC is taxed

New Jersey has no franchise tax on LLCs, but every LLC pays the $75 annual report fee. Profits pass through to the members and are taxed under the New Jersey Gross Income Tax, which uses graduated rates from 1.4 percent to 10.75 percent. An LLC treated as a partnership with more than two owners and New Jersey source income owes a partnership filing fee of $150 per owner, capped at $250,000, plus a 50 percent installment prepayment. That is reported on Form NJ-1065. An LLC that elects corporate treatment pays the Corporation Business Tax instead.

Your tax treatment depends on how the LLC is classified, so confirm the details with the New Jersey Division of Taxation at nj.gov/treasury/taxation or with a CPA.

Annual report: the deadline that closes LLCs

Every LLC files a $75 Annual Report each year by the last day of the month in which it was formed. Two consecutive missed years lead to revocation. Put the due date on your calendar as soon as the filing is complete. New Jersey also has no newspaper publication requirement for new LLCs, so you do not need to publish a notice after formation.

NJ certificate of incorporation for corporations and nonprofits

Corporations file a Certificate of Incorporation under Title 14A through the same portal. The filing fee is $100. Domestic nonprofit corporations pay $50. Corporations file a $75 annual report by the last day of the anniversary month of incorporation, while nonprofit corporations pay $30.

Corporations also owe the Corporation Business Tax: 6.5 percent on entire net income of $50,000 or less, 7.5 percent on income above $50,000 up to $100,000, and 9 percent on income above $100,000. The minimum tax is $500 to $2,000 based on New Jersey gross receipts. A 2.5 percent Corporate Transit Fee applies on top for taxpayers with taxable net income over $10 million, for privilege periods from January 1, 2024 through December 31, 2028. Confirm these figures with the Division of Taxation before you budget for them.

NJ business amendment: changing your filed certificate

When information on your filed certificate changes, you file an amendment through the portal. A certificate of amendment for an LLC costs $100. For a corporation, the amendment fee is $75. A change to the registered agent or registered office is a separate $25 change, so check which form covers your update before you submit. Keep your amended information consistent with your annual report and your NJ-REG record. Mismatched records create confusion with banks, lenders, and state staff.

Common mistakes that delay formation

• Leaving the LLC designator off the name, or choosing a name too close to an existing one.
• Listing a PO box as the only address for the registered office.
• Naming an agent who is not registered and in good standing with the State Treasurer.
• Expecting expedite options on an online filing, which apply only to over-the-counter and fax requests.
• Treating the Business Registration Certificate as a license.
• Budgeting from outdated guides that quote $125 for the LLC filing.
• Forgetting the annual report, which leads to revocation after two consecutive missed years.

Filing checklist

1. Search the name in the DORES Business Name Search and choose an LLC designator.
2. Reserve the name if you need time ($50 for 120 days).
3. Get your federal EIN from the IRS.
4. Choose a New Jersey registered agent and a New Jersey street address for the registered office.
5. File the Public Records Filing for New Business Entity online for $100.
6. Register with NJ-REG for your state tax ID and any sales tax certificate you need.
7. Print a Business Registration Certificate only if a contract or permit requires one.
8. Calendar the $75 annual report for the last day of your formation month.

The New Jersey Small Business Development Centers at njsbdc.com can help you prepare your plan. For anything complicated, including multiple owners, a tax election, or an ownership change, have an attorney or CPA review the filing before you submit it.

This guide is informational only and is not legal or tax advice.