Formation, Incorporation, LLC FAQs

A corporation and a Limited Liability Company (LLC) are two distinct legal structures for businesses in New Jersey. Each has its own set of advantages and disadvantages, depending on the specific needs and goals of the business owners. Some key differences include formation, ownership, management, taxation, personal liability, and recordkeeping and formalities.

Incorporating a business in New Jersey involves several steps to ensure that your corporation is legally established and compliant with state regulations. Here is a brief overview of the process: first, choose a unique and appropriate name for this business (“Incorporated,” “Corporation,” “Company,” “Limited,” “Inc.,” “Corp.,” “Co.,” or “Ltd.”), second, appoint a registered agent, prepare and file a Certificate of Incorporation, obtain an Employer Identification Number, create corporate bylaws, appoint directors and hold an organizational meeting, obtain necessary permits and licenses, register for state taxes, and lastly, maintain ongoing compliance.

Similar to the above outlined steps, the process for forming an LLC in NJ include selecting a unique and appropriate name for your LLC which must include the words “Limited Liability Company” or the abbreviation, appoint a registered agent, prepare and file a Certificate of Formation, obtain an Employer Identification Number (EIN), create an Operating Agreement, obtain necessary permits and licenses, register for state taxes, and maintain ongoing compliance.

An operating agreement in New Jersey is a legally binding document that outlines the rules, regulations, and procedures for the operation and management of a Limited Liability Company (LLC). Although not legally required in New Jersey, it is highly recommended that LLCs create an operating agreement to provide clarity on the expectations, roles, and responsibilities of the members (owners) and to establish a clear framework for decision-making and dispute resolution.

A shareholder agreement in New Jersey is a legally binding contract among the shareholders of a corporation that outlines the rights, responsibilities, and obligations of the shareholders. It establishes the rules and procedures for managing the corporation and addresses various issues related to share ownership, governance, and the relationship among shareholders.

A DBA (Doing Business As) in New Jersey, also known as a trade name or fictitious business name, is a name under which a business operates that is different from its legal name. For example, if a sole proprietor or a general partnership wants to conduct business under a name other than the owner’s legal name or the names of the partners, they would need to register a DBA.

In the case of corporations, LLCs, and other formal business entities, a DBA allows the business to operate under a name different from its registered name with the New Jersey Division of Revenue and Enterprise Services.

While it is not legally required to have an attorney to form a business entity in New Jersey, it is highly recommended to consult with one during the process. An experienced business attorney can provide valuable guidance and advice to ensure that you choose the appropriate business structure, meet all legal requirements, and protect your interests.

Yes, it is possible to form a business entity in New Jersey online. The New Jersey Division of Revenue and Enterprise Services offers an online platform called the New Jersey Business Gateway Services, which allows individuals to register their businesses and file necessary documents online.

Forming a business entity in New Jersey offers numerous benefits for business owners, depending on the type of entity chosen. Some of the key advantages of establishing a formal business structure, such as a corporation, Limited Liability Company (LLC), or partnership, include: limited liability protection, professional image and credibility, tax benefits, flexibility in management and ownership structure, access to capital, continuity of existence, ease of transferability, and attract and retain talent.

In New Jersey, a domestic business entity is one that is formed under the laws of the state of New Jersey, while a foreign business entity is one that is formed under the laws of another state or jurisdiction but conducts business in New Jersey. The key difference between the two is their state of origin. Here are some important distinctions between domestic and foreign business entities in New Jersey: formation, name, fees, compliance requirements, and legal status.

Foreign business entities that wish to conduct business in New Jersey must register with the New Jersey Division of Revenue and Enterprise Services. Here is the process for registering a foreign business entity in New Jersey: Obtain a Certificate of Good Standing, choose a registered agent, register with the New Jersey Division of Revenue and Enterprise Services, file the application and pay the fees, and comply with ongoing requirements.

In New Jersey, a registered agent is a person or entity appointed by a business entity, such as a corporation or LLC, to receive legal documents and other official correspondence on behalf of the business. The registered agent must have a physical street address in New Jersey and be available during regular business hours to receive these documents.

The role of the registered agent is crucial for ensuring that a business entity is properly notified of legal proceedings, such as lawsuits or government notices, that may affect the entity’s legal rights and obligations. The registered agent must promptly forward all legal and official correspondence to the appropriate officers or managers of the business entity.

In New Jersey, a certificate of incorporation is a legal document filed with the New Jersey Division of Revenue and Enterprise Services to formally create a corporation. The certificate of incorporation establishes the corporation as a separate legal entity from its owners (shareholders) and sets forth the basic structure and operations of the corporation.

In New Jersey, a certificate of formation is a legal document filed with the New Jersey Division of Revenue and Enterprise Services to formally create a Limited Liability Company (LLC). The certificate of formation establishes the LLC as a separate legal entity from its owners (members) and sets forth the basic structure and operations of the LLC.

Yes, a business entity in New Jersey can change its legal structure after formation, but it will require filing the necessary forms and obtaining the required approvals.

For example, if an LLC wishes to become a corporation, it can do so by filing a Certificate of Conversion with the New Jersey Division of Revenue and Enterprise Services. The Certificate of Conversion must be approved by the members or managers of the LLC and by the board of directors or shareholders of the corporation.

Similarly, a corporation can change its legal structure to become an LLC by filing a Certificate of Conversion with the New Jersey Division of Revenue and Enterprise Services. The Certificate of Conversion must be approved by the board of directors or shareholders of the corporation and by the members or managers of the LLC.

It’s important to note that changing the legal structure of a business entity may have legal, tax, and financial implications. It’s advisable to consult with an experienced business attorney or professional to understand the implications of changing your business entity’s legal structure and ensure that you comply with all legal requirements.