New Jersey LLC Formation Requirements

Articles of Organization

In any New Jersey LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New Jersey Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Jersey LLC formation. This information must include:

  • The LLC name
  • The address of the registered office and the name and address of the registered agent for service of process
  • A statement of the word “perpetual” if the duration of the LLC is to be perpetual or if the LLC is to have a specific date of dissolution a statement of the latest date on which the LLC is to dissolve
  • Any other matters the members determine to include therein

Filing

Your LLC is considered organized once the original signed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons who may be an agent or attorney-in-fact. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, a New Jersey LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: A person may be admitted as a member of the LLC at upon formation either:
    • In compliance with the operating agreement or
    • As indicated in the records of the LLC
  • Once the LLC has been formed, a person may be admitted as a member either:
    • Directly from the LLC in compliance with the operating agreement or
    • Upon the consent of all members and when the admission is reflected in the records of the LLC

A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement or upon the happening of an event specified in the operating agreement
  • If resignation or dissolution is unspecified by the operating agreement, a member may resign if they provide at least 6 months’ prior written notice to the LLC
  • An operating agreement may provide that a member may not resign from a limited liability company or assign his limited liability company interest prior to the dissolution and winding up of the limited liability company

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services; provided however, that services rendered and obligations to perform services are contributions only to the extent designated as contributions in the operating agreement.

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