New Jersey LLC Formation — Certificate of Formation Worksheet and Operating Agreement Starter
This document packet is jurisdiction-specific legal information for preparing a New Jersey limited liability company formation filing and related internal records. Does not constitute legal advice.
Filing Layer
Agency: New Jersey Division of Revenue and Enterprise Services
Filing: Public Records Filing for New Business Entity / Certificate of Formation
Entity Type: New Jersey Limited Liability Company
Primary Authority: N.J.S.A. § 42:2C-18
Related Authority: N.J.S.A. § 42:2C-11; N.J.S.A. § 42:2C-14; N.J.S.A. § 42:2C-26
1. Formation Intake
LLC Name: [PROPOSED LLC NAME]
Alternate Name, if any: [ALTERNATE NAME]
Business Purpose: [GENERAL LAWFUL BUSINESS PURPOSE]
Principal Business Address: [STREET, CITY, NJ ZIP]
Mailing Address, if different: [STREET, CITY, STATE ZIP]
County: [COUNTY]
Effective Date: [IMMEDIATE / FUTURE DATE]
Duration: [PERPETUAL / SPECIFIC END DATE]
2. Registered Agent and Registered Office
Under N.J.S.A. § 42:2C-14, a New Jersey LLC must maintain a registered agent and registered office.
Registered Agent Name: [REGISTERED AGENT NAME]
Registered Office Street Address: [NJ STREET ADDRESS]
City: [CITY]
State: New Jersey
ZIP: [ZIP]
Agent Email / Phone: [CONTACT INFORMATION]
Registered Agent Consent Check:
[ ] Registered agent has consented to serve.
[ ] Registered office is a physical New Jersey address.
[ ] Address is not only a P.O. Box.
3. Member / Organizer Information
Organizer Name: [ORGANIZER FULL NAME]
Organizer Address: [ADDRESS]
Organizer Email: [EMAIL]
Organizer Phone: [PHONE]
Initial Member 1: [FULL LEGAL NAME]
Address: [ADDRESS]
Ownership Percentage / Units: [PERCENTAGE OR UNITS]
Capital Contribution: [$ / PROPERTY / SERVICES]
Initial Member 2: [FULL LEGAL NAME]
Address: [ADDRESS]
Ownership Percentage / Units: [PERCENTAGE OR UNITS]
Capital Contribution: [$ / PROPERTY / SERVICES]
Add additional members as needed.
4. Management Structure
Select one:
[ ] Member-managed LLC
[ ] Manager-managed LLC
If manager-managed:
Manager Name: [MANAGER FULL NAME]
Manager Address: [ADDRESS]
Manager Authority Limits, if any: [LIMITS]
Operating Agreement Note:
N.J.S.A. § 42:2C-11 recognizes operating agreements governing relations among members, managers, and the LLC. Keep the signed operating agreement in company records. It is not usually filed with the State.
5. New Jersey Certificate of Formation Filing Checklist
[ ] Confirm LLC name availability with the New Jersey Business Name Search.
[ ] Confirm the name contains an LLC designator such as "Limited Liability Company," "L.L.C.," or "LLC."
[ ] Gather registered agent and registered office information.
[ ] Prepare the Public Records Filing / Certificate of Formation.
[ ] File with New Jersey Division of Revenue and Enterprise Services.
[ ] Save filed certificate and business entity identification number.
[ ] Obtain EIN from IRS if needed for banking, hiring, or tax reporting.
[ ] Prepare and sign operating agreement.
[ ] Check industry, municipal, and county license requirements.
[ ] Calendar annual report filing under N.J.S.A. § 42:2C-26.
6. Operating Agreement Starter Terms
Company Name: [LLC NAME]
Formation State: New Jersey
Formation Date: [DATE]
Principal Office: [ADDRESS]
Business Purpose: [PURPOSE]
Management: [MEMBER-MANAGED / MANAGER-MANAGED]
Tax Classification: [DEFAULT / PARTNERSHIP / S-CORP ELECTION IF FILED]
Banking Authority: [AUTHORIZED PERSONS]
Records Location: [ADDRESS / DIGITAL REPOSITORY]
Fiscal Year: [CALENDAR YEAR / OTHER]
Member Voting:
[ ] By ownership percentage
[ ] One member, one vote
[ ] Other: [DEFINE]
Major Decisions Requiring Consent:
[ ] Admit new member
[ ] Sell substantially all company assets
[ ] Borrow above $[AMOUNT]
[ ] Amend operating agreement
[ ] Dissolve company
7. Signature Block
Organizer Certification:
I certify that the information entered in this worksheet is true and complete to the best of my knowledge and is intended for preparation of a New Jersey business formation filing.
Date: _______________
Organizer Signature: ______________________________
Printed Name: [ORGANIZER NAME]
Member Acknowledgment:
I acknowledge receipt of this New Jersey LLC formation packet and understand that it provides jurisdiction-specific legal information and document templates. Does not constitute legal advice.
Date: _______________
Member Signature: ______________________________
Printed Name: [MEMBER NAME]
Filing Notes
New Jersey business formation filings are submitted to the Division of Revenue and Enterprise Services, not the Superior Court. New Jersey court formatting rules such as R. 1:4-9 are not the filing standard for this state-agency business formation filing.
Templates are for informational purposes only and do not constitute legal advice.