What Is the New Jersey LLCs Certificate Amendment?

Although you can change the information pertaining to management members or managers when you file an annual report for an LLC, if you're dealing with one from New Jersey, you need to have a few different forms.

You can file the L-102 form, also known as a certificate of amendment, to amend the certificate of formation. In addition, you can file one of several forms found in the New Jersey Business Registration Packet. Both the L-102 and packet are available on the state's Division of Revenue website.

If you're the owner of a New Jersey LLC, you can change the business or registered agent name with a business entity amendment form. You can create your own documents, but the division suggests that you use its form. The division will deny your request if you fail to include all the pertinent information.

How Do I File a Certificate Amendment?

To submit the amendment, you can do so via mail, fax, or hand delivery. For mailing and personal delivery, remember to submit the original and duplicate copies. The division will not accept handwritten paperwork; you must type all filings.

When submitting the amendment to the New Jersey Division of Revenue and Enterprise Services (DORES), remember to include the following on a cover letter:

  • Name of business or person submitting the paperwork.
  • Payment method, either by credit card or check since the division doesn't accept cash.
  • Payment credit card number or check number along with billing address.
  • Description of the filing such as a certificate of amendment.
  • Business identification number.
  • Return instructions, including return address.
  • Check payable to the Treasurer, State of New Jersey since DORES does not accept cash.

In addition, you can file two other forms regarding name or registered agent changes. You can submit the L-111, which is the Restated Certificate of Formation, or L-112, which is the Restated and Amended Certificate of Formation, with the New Jersey Division of Revenue.

In the initial certification, you must include the names and addresses of any specific managing members or managers, that way you can change any information once you file an amendment. You can also change the information once you file the annual report for your LLC.

Keep in mind that if you add a member, especially a spouse, you need only issuance of membership units. You can gift the units to the individual, sell the units, or have the new member make a capital contribution. Also, corporations can belong to an LLC as long as the LLC does not allocate taxes through an s-corp.

For additional information from the New Jersey DORES directly, contact its business tax hotline at 609-292-9292.

If you are unsure about certificate amendments, hire a lawyer or accountant to walk you through the process. If you plan to file taxes before next year, the accountant can amend the forms before filing. From there, you may need to vote since you are the only partner, so the LLC can take capital.

Operating Agreement

An important aspect to remember is that you can operate without an operating agreement as long as you have a single-member LLC. However, in order to bring in an additional member, you must have a solid operating agreement. Without a quality operating agreement, you and your partner must adhere to the state's standard limited liability act. It's a good idea to hire a lawyer who can prepare this paperwork.

Pertaining to taxes, you must have a nine-digit federal tax identification number. Instead of having your accountant use the Schedule C on your Form 1040, he or she can prepare a Federal and NJ Form 1065.

Make sure that your operating agreement includes information about disability, disagreement, and death.

Keep in mind that members have the right and power to force out anyone who does not pull his or her own weight. If expelling is not an option, you can deny membership or insist that the person cannot have a say in management but still shares in profits.

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