Key Takeaways

  • The state of NJ LLC filing fee is $125 for the Certificate of Formation.
  • Annual reports must be filed each year for a $50 fee.
  • Additional LLC costs may include business licenses, registered agent fees, and optional expedited processing.
  • New Jersey does not impose a franchise tax on LLCs but may assess Corporation Business Tax for certain tax elections.
  • Employer and sales tax obligations apply depending on business activities.
  • Even LLCs with no activity must file tax returns if an EIN is obtained.
  • Dissolution of an LLC must be properly reported to avoid penalties.
  • Certain business activities may require state or local licensing.

New Jersey LLC Fees and Filings

  • Annual Report: You must file an annual report every year in the month when the LLC was formed. The filing fee for the annual report is $50.
  • Taxes: You must pay state taxes, the details of which can be found on the State of New Jersey website.
  • Federal Employer Identification Number (EIN): If your LLC hires employees, you will need to have an EIN. Even if you don't have employees, banks may ask for it at the time of opening a bank account for your company.
  • State Tax Identification Number: You don't need a state tax identification number for your New Jersey LLC.

NJ LLC With No Activity: Is a Tax Return Required?

Yes, even if your LLC has no activity, you must file an income tax return if you've obtained an EIN for your business. When you've got an EIN, the IRS looks for the tax return of your business. In the case of a single-member LLC, you can file Schedule C showing LLC information only.

If you have shut down the business, file an income tax return showing no activity, and tick the "final return" box, so the IRS knows your company will not be filing any tax returns in the future. Additionally, visit the New Jersey taxing authority to find out the state requirements for closing a business.

If you haven't shut down the business and plan to restart the operations, you must continue filing your business tax returns until you close the business and submit a final return. You can file a zero return, i.e., a return showing no activity.

If you stop filing tax returns without reporting the closure of your business, you are likely to receive notices and may also incur penalties.

Certificate of Formation and State Filing Fee

To form an LLC in New Jersey, you must file a Public Records Filing for New Business Entity (also called the Certificate of Formation) with the New Jersey Division of Revenue. This filing can be completed online and carries a state of NJ LLC filing fee of $125. This is a one-time cost required to legally establish your business as a limited liability company in the state.

You may opt for expedited service, which comes with additional fees:

  • Same-day processing: Additional $50
  • 8.5-hour processing: Additional $25

Payments can be made online via credit card or e-check. Once filed, your business name is registered, and your LLC becomes legally recognized in New Jersey.

Additional Startup and Recurring Costs

Besides the initial formation filing fee, LLC owners should be aware of other potential expenses related to operating an LLC in New Jersey:

  • Registered Agent Fees: If you hire a commercial registered agent, expect to pay $100–$300 annually.
  • Business Licenses and Permits: Depending on your industry and locality, you may need local, state, or professional licenses.
  • Trade Name Registration (DBA): If operating under a name different from your LLC’s legal name, you may need to file a Trade Name certificate with the county clerk. Fees and requirements vary by county.
  • Certified Copies and Certificates of Good Standing: These optional documents are available for a fee, often around $25–$50 each.

Understanding these recurring and optional expenses is important for accurate budgeting and compliance.

Annual Filing Requirements for a New Jersey LLC

A New Jersey LLC must prepare and file the following documents at the state level:

Annual Report:

  • A New Jersey limited liability company must file an annual report online through the DOR's annual report website.
  • To access the online annual return form, you must enter your LLC's entity number (issued by the state) and the date of organization.
  • The annual report requires very little information, such as the address of the registered office and the name of the statutory agent.
  • You must pay a filing fee of $50.

State Business Tax:

For the purpose of federal income tax, an LLC is treated as a pass-through entity. Therefore, the company does not pay any taxes; the individual members are responsible for reporting the business income in their personal tax returns. Although some states levy a separate tax on limited liability companies for allowing them to do business in the state, New Jersey does not have any such tax for LLCs.

However, sometimes, LLC owners choose to have a tax treatment such as a corporation by filing Form 2553 with the Internal Revenue Service. In such cases, the LLC must file a separate tax return. Many states, including New Jersey, levy a state-level income tax on corporations. In New Jersey, this tax is known as Corporation Business Tax (CBT). If you have chosen to pay income tax as a corporation, you must pay the corporation business tax.

State Employer Taxes:

If your LLC has employees, you must pay employer taxes. Some of the employer taxes are paid to the IRS, but in New Jersey, you must pay these taxes to the state as well.

  • Register your LLC with the NJ Department of Treasury (DOT).
  • Withhold income tax from your employees, and submit it to the DOT on a regular basis (every month, every quarter, etc.).
  • You may also have to register for state unemployment insurance taxes and file a contribution report every quarter. You can file this report either online or electronically.

Sales Tax:

If you sell goods in New Jersey, you must collect and submit sales tax to the state.

  • Register your LLC with the concerned division of DOT (either online or by mail).
  • At the time of registration, request a certificate of authority for collecting sales tax.
  • File your sales tax return every month or quarter.

Late Fees and Penalties for Non-Compliance

Failing to file the annual report or submit taxes can result in financial penalties and administrative dissolution of the LLC. Key points include:

  • Late Filing Fee: If you miss the annual report deadline, the state may charge late fees and revoke your LLC’s good standing.
  • Administrative Dissolution: Continued non-compliance may lead to your LLC being dissolved by the state, requiring you to go through a reinstatement process to resume operations.
  • Reinstatement Fee: Varies based on the time lapsed but often includes all past-due filings and associated penalties.

Remaining compliant with annual filing deadlines and tax obligations is essential to maintaining your LLC’s legal protections.

Dissolving an LLC in New Jersey

If you decide to close your New Jersey LLC, you must formally dissolve it by filing a Certificate of Cancellation with the Division of Revenue. There is no fee for submitting this form. However, you must also ensure:

  • Final tax returns are submitted, including the “final return” box checked with both the IRS and New Jersey Division of Taxation.
  • All outstanding business taxes and annual reports are paid and up to date.

Properly dissolving your LLC helps you avoid future tax obligations, late notices, or collection actions.

Do You Need a Business License for an NJ LLC?

While New Jersey does not require a statewide general business license, many LLCs must obtain licenses depending on their industry or municipality. Consider the following:

  • Local Licensing: Towns or cities may require a local business license or zoning approval.
  • State-Level Licensing: Professions such as electricians, accountants, or healthcare providers may require licenses through specific state boards.
  • Retail Sales: If you sell tangible goods, you must register for a Sales Tax Certificate of Authority.

Check with both the New Jersey Division of Consumer Affairs and your local government to determine your licensing obligations.

Ongoing Compliance Tips for New Jersey LLCs

To maintain your LLC in good standing with the state of New Jersey:

  • Set calendar reminders for annual report deadlines.
  • Keep your registered agent information current.
  • Maintain organized records of business income and expenses.
  • Renew any required business licenses annually.
  • Check for changes in tax laws or reporting requirements.

Failure to maintain compliance can lead to fines or loss of liability protection. If you’re unsure about any of these requirements, you can find an experienced business attorney on UpCounsel to help guide your compliance strategy.

Frequently Asked Questions

1. What is the current state of NJ LLC filing fee? The filing fee for forming an LLC in New Jersey is $125.

2. How much does it cost to file an annual report for a New Jersey LLC? The annual report filing fee is $50, due each year during the month your LLC was formed.

3. Is a registered agent required for a New Jersey LLC? Yes, all New Jersey LLCs must have a registered agent with a physical address in the state.

4. What happens if I don’t file my annual report? Failure to file may lead to late fees and administrative dissolution of your LLC.

5. Can I operate an NJ LLC without a business license? It depends on your business activity and location. Some businesses require local or state-level licenses.

If you need help with NJ LLC tax filing requirements, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.