What is a Foreign LLC in New Jersey – Definition and Filing

If you have an LLC in New Jersey and want to expand your business beyond New Jersey, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in New Jersey, must file a foreign LLC in New Jersey. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the New Jersey government.

In this article, you’ll be reading about how to start a foreign LLC in New Jersey. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in New Jersey after you form it.

Forming a Foreign LLC in New Jersey

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in New Jersey, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for New Jersey) and wants to expand their operations in New Jersey can file their LLC as a foreign entity. To start a foreign LLC in New Jersey, you need to register it with the New Jersey Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in New Jersey for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in New Jersey. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Standing Certificate From Home State

Before you proceed to register your LLC in New Jersey as a foreign entity, you must get the Standing Certificate issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in New Jersey, then you must obtain the Standing Certificate from New Jersey Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than New Jersey must get this document to register a foreign LLC in New Jersey.

Filing Standing Certificate: In New Jersey, the Standing Certificate can be obtained online. One must visit the NJ Division of Business and Search Business by name. You will get the business details once you enter the correct name of the business. Select the type of Certificate you require, add it to the cart, and continue to purchase the document. On the next page, make a payment and you’re done.

Step 2: Choose New Jersey Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the New Jersey Secretary of State. Your LLC’s legal name outside of New Jersey will be listed on the application, along with the name it will use in New Jersey. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in New Jersey to use. Check name availability at New Jersey’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in New Jersey when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select New Jersey Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in New Jersey, you must have a registered agent from New Jersey only. No matter where your domestic LLC is located, you must hire a registered agent from New Jersey for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in New Jersey and take note that the New Jersey Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for New Jersey Foreign LLC

The most important step is to send the application for registration with New Jersey SOS. Download the PDF form from the New Jersey Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in New Jersey: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline, you must send the accomplished DBA filing form to the County Clerk’s Office in the county where your business is located. Addresses vary by county.
- DBA filing fee in New Jersey: $50
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in New Jersey.
Date when your LLC will start operations in New Jersey.
Credit card information is on the last page of the form for the application fee.

Online Filing

For the online filing of a foreign LLC in New Jersey, users must get the Online Foreign LLC Registration form from the Secretary of State portal or from the link we shared. In that online form, you shall share some points related to the LLC you’re going to start in New Jersey. Once done sharing the details, you can access the application form. Submit the form online along with the fees.

Offline Filling

For the offline filing of a foreign LLC in New Jersey, get the Foreign LLC Registration Form (PDF) and fill it up with the correct and relevant information. Sent the paper form (typed or printed) to the SOS address at New Jersey Division of Revenue, P.O. Box 308, Trenton, NJ 08646.

Foreign LLC Registration Fee in New Jersey: The processing fee for the foreign LLC registration is $125. If you are registering for a DBA name along with the foreign LLC form, then you must pay an additonal $50. To expedite the process $50 can be paid for a same day filing and $25 additional can be paid for processing within 24 hours.

The LLC cost in New Jersey, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between New Jersey’s domestic and foreign LLCs.

Step 5: Determine How Your New Jersey Foreign LLC is taxed

Foreign LLCs are also subjected to the New Jersey Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in New Jersey for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in New Jersey. However, it is recommended to check with the New Jersey Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing New Jersey Foreign LLC Online – Quick Recap

Get the Standing Certificate from your home state where your LLC is originally registered
Check if the name of your LLC is available in New Jersey to use for your foreign LLC. If not, file DBA name with New Jersey SOS.
Get a registered agent in New Jersey to represent your foreign LLC in New Jersey. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the New Jersey Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in New Jersey with the FinCEN.

After Forming New Jersey Foreign LLC

Here are added things you need to accomplish after forming your New Jersey Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at New Jersey Division of Revenue and Enterprise Services.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in New Jersey. Here’s everything about New Jersey LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is a foreign LLC?

A foreign LLC is an LLC that is formed in one state but conducts business in another state.

Can a foreign LLC operate in New Jersey?

Yes, a foreign LLC can operate in New Jersey by registering with the New Jersey Division of Revenue.

How do I form a foreign LLC in New Jersey?

To form a foreign LLC in New Jersey, you must file a Certificate of Formation with the New Jersey Division of Revenue.

Is there a fee to register a foreign LLC in New Jersey?

Yes, there is a fee to register a foreign LLC in New Jersey, which can vary depending on the specific circumstances.

What information is required to register a foreign LLC in New Jersey?

To register a foreign LLC in New Jersey, you will need to provide information such as the LLC’s name, principal office address, registered agent information, and a Certificate of Good Standing from the LLC’s home state.

How long does it take to register a foreign LLC in New Jersey?

The time it takes to register a foreign LLC in New Jersey can vary, but it typically takes a few weeks to process the application.

Do I need a registered agent for my foreign LLC in New Jersey?

Yes, a registered agent is required for a foreign LLC in New Jersey. The registered agent must have a physical address in New Jersey where they can receive legal documents on behalf of the LLC.

Can I be my own registered agent for my foreign LLC in New Jersey?

Yes, you can be your own registered agent for your foreign LLC in New Jersey, as long as you have a physical address in the state where legal documents can be served.

What are the annual requirements for a foreign LLC in New Jersey?

A foreign LLC in New Jersey must file an annual report and pay an annual fee to maintain its registration in the state.

Can I convert my foreign LLC to a domestic LLC in New Jersey?

Yes, you can convert your foreign LLC to a domestic LLC in New Jersey by filing a Conversion Application with the New Jersey Division of Revenue.

Do I need to file taxes in New Jersey for my foreign LLC?

A foreign LLC with nexus in New Jersey is required to file taxes with the state, both for its income generated in New Jersey and for fees associated with doing business in the state.

Can I use a DBA for my foreign LLC in New Jersey?

Yes, you can use a DBA (Doing Business As) name for your foreign LLC in New Jersey, but you must register the DBA with the state.

Are there any restrictions on the name of a foreign LLC in New Jersey?

The name of a foreign LLC in New Jersey must be distinguishable from other registered entities in the state, and it must include the words “Limited Liability Company” or an abbreviation like “LLC”.

Can I change the name of my foreign LLC in New Jersey?

Yes, you can change the name of your foreign LLC in New Jersey by filing a Certificate of Amendment with the state.

What are the publication requirements for a foreign LLC in New Jersey?

Unlike some other states, New Jersey does not have publication requirements for foreign LLCs.

Is there a minimum capital requirement for a foreign LLC in New Jersey?

There is no minimum capital requirement for a foreign LLC in New Jersey.

Can I dissolve my foreign LLC in New Jersey?

Yes, you can dissolve your foreign LLC in New Jersey by filing a Certificate of Cancellation with the state.

How can I check the status of my foreign LLC in New Jersey?

You can check the status of your foreign LLC in New Jersey by searching the New Jersey Division of Revenue’s online business entity database.

Can a foreign LLC in New Jersey apply for grants or loans?

A foreign LLC in New Jersey may be eligible to apply for certain grants or loans, depending on the specific requirements of the programs.

Are there specific industry regulations for a foreign LLC in New Jersey?

Some industries may have specific regulations that apply to foreign LLCs operating in New Jersey. It is important to research and comply with any industry-specific regulations.

Can a foreign LLC in New Jersey have employees?

A foreign LLC in New Jersey can have employees, but it must comply with all state and federal employment laws and regulations.

Do I need insurance for my foreign LLC in New Jersey?

It is recommended that you have insurance for your foreign LLC in New Jersey to protect against liability and potential risks associated with doing business.

How can I change the business address of my foreign LLC in New Jersey?

You can change the business address of your foreign LLC in New Jersey by filing a Change of Address form with the state.

Can I convert my foreign LLC to a different entity type in New Jersey?

Yes, you can convert your foreign LLC to a different entity type in New Jersey by following the conversion requirements set forth by the state.

Can I operate multiple businesses under one foreign LLC in New Jersey?

Yes, you can operate multiple businesses under one foreign LLC in New Jersey, as long as they are all related to the primary business purpose stated in the LLC’s formation documents.

How can I add members to a foreign LLC in New Jersey?

You can add members to a foreign LLC in New Jersey by amending the LLC operating agreement and filing the required forms with the state.

Can a foreign LLC in New Jersey enter into contracts?

Yes, a foreign LLC in New Jersey can enter into contracts, but it is important to review and comply with any contractual requirements and obligations.

What happens if I do not comply with the regulations for a foreign LLC in New Jersey?

Failure to comply with the regulations for a foreign LLC in New Jersey can result in penalties, fines, or even the suspension of your LLC’s registration in the state.

Can I use a virtual office address for my foreign LLC in New Jersey?

A virtual office address may be accepted as the business address of your foreign LLC in New Jersey, as long as it complies with state regulations regarding registered agents and legal documents.

What is a foreign LLC in the context of New Jersey?

A foreign LLC refers to an LLC formed in another state or country that wishes to do business in New Jersey.

In Conclusion

Having a foreign LLC in New Jersey is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in New Jersey does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Standing Certificate to hiring a registered agent in New Jersey, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in New Jersey can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in New Jersey is a success.