How to Amend Certificate of Formation in New Jersey


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Amend New Jersey Certificate of Formation

Amend Certificate of Formation in New Jersey: When you start an LLC in New Jersey, you must file the Certificate of Formation. This document records all the details of your LLC, such as name, address, name and address of the Registered Agent, and other business-related information. If you make any changes to the LLC, you must file Certificate of Amendment. Any changes you make to the Certificate of Formation must be properly documented and filed with the New Jersey SOS.

To amend your New Jersey Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the New Jersey SOS. The process is not a lengthy one. In this article, I will share how to amend New Jersey Certificate of Formation easily. I recommend you read the article till the end to learn everything about the process.

What is Certificate of Formation in New Jersey?

The Certificate of Formation is a document that is required to form an LLC in New Jersey. The document must be submitted to the State SOS online or by mail. There are certain details that need to be added while filing the New Jersey Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-

  • Name of your New Jersey LLC
  • Principal address of the LLC
  • Name and address of the New Jersey Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

Why Amend Certificate of Formation?

There are six reasons why you need to file the Certificate of Amendment in New Jersey. Following are the six points to note-

Change of New Jersey LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the New Jersey SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of New Jersey LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then New Jersey LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the New Jersey SOS.

Change of New Jersey LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of New Jersey LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at anytime, for example, non-profit changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of New Jersey Tax Structure: The New Jersey LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with New Jersey SOS.

How to Amend New Jersey Certificate of Formation

It is easy to amend the Certificate of Formation in New Jersey. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in New Jersey LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These changes are common and often take place in New Jersey LLC. If you think your LLC needs such changes and you determine to make those changes, then you must proceed to the next step.

Step 2: Draft the New Jersey Certificate of Amendment

The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.

Along with these details, LLCs must submit more documents to the New Jersey SOS.

Step 3: File New Jersey Certificate of Amendment

The final step is to file the Certificate of Amendment. One has to submit the Certificate of Amendment (PDF) online or by mail to the New Jersey Secretary of State. If there is a name change, the business name change form should be attached to the Amendment form.

  • Filing: To file it by mail or online, the Articles of Amendment form must be submitted to the Certificate of Amendment or uploaded to the New Jersey SOS website.

Important Information

Cost to File New Jersey Certificate of Amendment

The cost of filing the Amendment Certificate in New Jersey is $100. For other types of filing costs, please visit the official website of New Jersey Secretary of State.

Penalties for Not Filing Certificate of Amendment

Failure to amend New Jersey Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in New Jersey. Another consequence of not filing an amendment in New Jersey is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and LLC does not file an amendment for that, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend a New Jersey Certificate of Formation?
To amend a New Jersey Certificate of Formation, you must file an Amended Certificate with the New Jersey Division of Revenue.
What information do I need to amend a New Jersey Certificate of Formation?
The information you will need to amend a New Jersey Certificate of Formation includes the Certificate of Formation number, the new information to be amended, and the signature of an authorized party.
How long does it take to amend a New Jersey Certificate of Formation?
The New Jersey Division of Revenue typically processes amended Certificates of Formation within 10-15 business days.
What is the filing fee for amending a New Jersey Certificate of Formation?
The filing fee for amending a New Jersey Certificate of Formation is $75.
How do I pay the filing fee for amending a New Jersey Certificate of Formation?
The filing fee for amending a New Jersey Certificate of Formation can be paid by check or money order made payable to the New Jersey Division of Revenue.
Do I need to file a New Jersey Certificate of Amendment if I change the registered agent?
Yes, you must file a New Jersey Certificate of Amendment to change the registered agent.
What is the purpose of filing an Amended Certificate of Formation in New Jersey?
The purpose of filing an Amended Certificate of Formation in New Jersey is to update the information on file with the New Jersey Division of Revenue.
Is there a form for amending a New Jersey Certificate of Formation?
Yes, the New Jersey Division of Revenue provides a form for amending a New Jersey Certificate of Formation.
What information do I need to provide when filing an Amended Certificate of Formation in New Jersey?
When filing an Amended Certificate of Formation in New Jersey, you must provide the Certificate of Formation number, the new information to be amended, and the signature of an authorized party.
What happens if I don’t file an Amended Certificate of Formation in New Jersey?
Failure to file an Amended Certificate of Formation in New Jersey can lead to fines and other penalties.
Is there a time limit for filing an Amended Certificate of Formation in New Jersey?
No, there is no time limit for filing an Amended Certificate of Formation in New Jersey.
Is there a fee for filing an Amended Certificate of Formation in New Jersey?
Yes, there is a fee of $75 for filing an Amended Certificate of Formation in New Jersey.
Is an Amended Certificate of Formation in New Jersey filed online or by mail?
An Amended Certificate of Formation in New Jersey is filed by mail.
What documents do I need to file an Amended Certificate of Formation in New Jersey?
You will need to provide an Amended Certificate of Formation form and a check or money order for the filing fee.
How long does it take for the New Jersey Division of Revenue to process an Amended Certificate of Formation?
The New Jersey Division of Revenue typically processes an Amended Certificate of Formation within 10-15 business days.
What should I do if I have questions while filing an Amended Certificate of Formation in New Jersey?
If you have questions while filing an Amended Certificate of Formation in New Jersey, you can contact the New Jersey Division of Revenue at 609-292-9292.
Is there a form for changing the registered agent on a New Jersey Certificate of Formation?
Yes, there is a form for changing the registered agent on a New Jersey Certificate of Formation.
Do I need to file an Amended Certificate of Formation to change the registered agent on a New Jersey Certificate of Formation?
Yes, you must file an Amended Certificate of Formation to change the registered agent on a New Jersey Certificate of Formation.
What information do I need to provide when changing the registered agent on a New Jersey Certificate of Formation?
When changing the registered agent on a New Jersey Certificate of Formation, you must provide the new registered agent’s name, address, and signature.
How do I know if my Amended Certificate of Formation for a New Jersey entity has been accepted?
Once your Amended Certificate of Formation for a New Jersey entity has been accepted, you will receive a Certificate of Amendment with a filing stamp from the New Jersey Division of Revenue.
What is the deadline for filing an Amended Certificate of Formation in New Jersey?
There is no deadline for filing an Amended Certificate of Formation in New Jersey.
Can I file an Amended Certificate of Formation online in New Jersey?
No, you must file an Amended Certificate of Formation by mail in New Jersey.
What happens if I don’t file an Amended Certificate of Formation in New Jersey within the required time frame?
Failure to file an Amended Certificate of Formation in New Jersey within the required time frame can lead to fines and other penalties.
Do I need to file a New Jersey Certificate of Amendment if I change the company name?
Yes, you must file a New Jersey Certificate of Amendment to change the company name.
Do I need to file a New Jersey Certificate of Amendment if I change the company’s address?
Yes, you must file a New Jersey Certificate of Amendment to change the company’s address.
How do I know if my Amended Certificate of Formation for a New Jersey entity has been rejected?
If your Amended Certificate of Formation for a New Jersey entity has been rejected, you will receive a letter from the New Jersey Division of Revenue explaining why the filing has been rejected.
Are there any restrictions on the type of information that can be amended on a New Jersey Certificate of Formation?
Yes, only certain types of information can be amended on a New Jersey Certificate of Formation, such as the company name and address.
Is there a fee for changing the registered agent on a New Jersey Certificate of Formation?
Yes, there is a fee of $75 for changing the registered agent on a New Jersey Certificate of Formation.
Is there a time limit for changing the registered agent on a New Jersey Certificate of Formation?
No, there is no time limit for changing the registered agent on a New Jersey Certificate of Formation.
What is a New Jersey Certificate of Formation?
A Certificate of Formation is a legal document filed with the New Jersey Secretary of State to create a limited liability company (LLC) in New Jersey.
What information is required to amend a New Jersey Certificate of Formation?
The Amendment to Certificate of Formation must include the LLC’s name, formation date, and amendment information.
When should I amend my New Jersey Certificate of Formation?
You should amend your New Jersey Certificate of Formation when there are changes to the LLC’s name, purpose, number of members, or other information.
What fees are associated with filing an Amendment to Certificate of Formation in New Jersey?
The filing fee for an Amendment to Certificate of Formation in New Jersey is $25.

Also Read

Why New Jersey LLC Amendment is So Important

The New Jersey LLC Amendment is an essential update that provides crucial protections for business owners and investors. By enhancing the liability protections and management structures of LLCs, this amendment ensures that businesses in New Jersey can operate with confidence and security. One of the most significant changes brought about by this amendment is the clarification of the roles and responsibilities of LLC members and managers. This clarity not only helps prevent misunderstandings and disputes among stakeholders but also ensures that businesses can run smoothly and efficiently.

Another crucial aspect of the New Jersey LLC Amendment is its increased flexibility for businesses. By allowing LLCs to customize their operating agreements to suit their specific needs and goals, this amendment empowers businesses to operate in a way that is most beneficial to them. Whether it’s streamlining decision-making processes or structuring profit distributions, this flexibility allows businesses to tailor their operations to maximize success.

Additionally, the New Jersey LLC Amendment also strengthens the liability protections for LLC members and managers. By clearly defining the extent of liability for these individuals, this amendment provides them with greater peace of mind and security. This is especially important in today’s litigious society, where lawsuits and legal disputes can arise unexpectedly. With the enhanced liability protections offered by the New Jersey LLC Amendment, business owners and investors can feel more confident in their financial security and protect their personal assets from potential risks associated with their business ventures.

Furthermore, the amendment also brings New Jersey in line with other states that have already implemented similar changes to their LLC laws. This alignment not only makes it easier for businesses to operate across state lines but also ensures that New Jersey remains competitive in attracting and retaining businesses. By modernizing its LLC laws to reflect industry standards and best practices, New Jersey demonstrates its commitment to fostering a business-friendly environment that encourages growth and innovation.

Overall, the New Jersey LLC Amendment is a significant step forward for businesses in the Garden State. By providing enhanced liability protections, increased flexibility, and clearer guidelines for operating agreements, this amendment ensures that businesses in New Jersey can thrive and succeed in an ever-changing business landscape. With these important changes in place, New Jersey is poised to remain a top destination for entrepreneurs and investors looking to start or expand their businesses.

Conclusion

In conclusion, amending New Jersey Certificate of Formation is a simple process that requires a few steps to report any changes made to an LLC. Filing the Certificate of Amendment is crucial, and failure to do so can lead to legal issues and non-compliance with state laws. By following the steps outlined in this article and submitting the necessary documents to the New Jersey Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.

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