How to Reinstate an LLC in New Jersey – 2024 Guide


Steve Bennett
Steve Bennett
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Get New Jersey LLC Reinstated

Reinstatement of an LLC in New Jersey involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in New Jersey, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in New Jersey, also known as The Garden State. There might be several reasons for LLC dissolution in New Jersey. This article will also list the type of dissolution in New Jersey and which ones are eligible for reinstation.

What is LLC Reinstatement in New Jersey?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the New Jersey Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in New Jersey

There can be several reasons why a Limited Liability Company gets dissolved in New Jersey. Certain types of dissolution can be identified based on the reasons given. In New Jersey, reinstatement of an LLC depends on how and why the LLC got dissolved in New Jersey in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in New Jersey), tax dues, or any other administrative issues, the state can dissolve the LLC in New Jersey.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with New Jersey Secretary of State.

How to Reinstate an LLC in New Jersey

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in New Jersey.

Initial Steps Before Filing for Reinstatement

In New Jersey, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in New Jersey. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact New Jersey Division of Taxation to know whether you owe any outstanding tax obligations. Besides, going through the New Jersey Secretary of State correspondences or checking the Standing Certificate online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in New Jersey

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the New Jersey Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In New Jersey, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official New Jersey Secretary of State business section. A reinstatement fee might be paid to the New Jersey SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to New Jersey Tax Department [New Jersey Division of Taxation] or Insurance Department [New Jersey Department of Banking and Insurance]. Besides, the Standing Certificate in New Jersey might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In New Jersey, the LLC reinstatement fee is $75 reinstatement fee plus filing fee of $3 + $75 for each outstanding annual report.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in New Jersey is $75.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by New Jersey.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the New Jersey Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in New Jersey varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In 2 to 3 working days, the New Jersey SOS starts processing the LLC reinstatement documents.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in New Jersey

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in New Jersey to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by New Jersey Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the New Jersey LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • New Jersey Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in New Jersey where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on New Jersey Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in New Jersey can also be filed if the previous name is not available. Fill out the correct amendment form with New Jersey Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like New Jersey require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in New Jersey

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in New Jersey.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in New Jersey is voluntary by members, it is not common for them to restore the LLC in New Jersey.
  • For Judiciary Dissolution, it is very uncommon to reinstate in New Jersey. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in New Jersey?
To reinstate your LLC in New Jersey, you need to submit a Reinstatement application along with any required fees.
What is the process for reinstating an LLC in New Jersey?
The process for reinstating an LLC in New Jersey involves filing a Reinstatement application with the state and paying any outstanding fees or penalties.
Can I reinstate my LLC in New Jersey if it has been dissolved for non-compliance?
Yes, you can reinstate your LLC in New Jersey even if it has been dissolved for non-compliance by filing a Reinstatement application.
How much does it cost to reinstate an LLC in New Jersey?
The cost to reinstate an LLC in New Jersey varies depending on factors such as the length of time the LLC has been inactive and any outstanding fees or penalties.
How long does it take to reinstate an LLC in New Jersey?
The timeline for reinstating an LLC in New Jersey can vary, but it typically takes a few weeks to process the Reinstatement application.
Can I reinstate my LLC in New Jersey online?
No, you cannot reinstate your LLC in New Jersey online. You must file a Reinstatement application with the state.
What documents do I need to reinstate my LLC in New Jersey?
To reinstate your LLC in New Jersey, you will need to submit a Reinstatement application along with any required documents such as updated Articles of Organization.
Are there any penalties for reinstating an LLC in New Jersey?
There may be penalties for reinstating an LLC in New Jersey, such as late fees or other charges associated with the Reinstatement application.
Do I need to have a registered agent to reinstate my LLC in New Jersey?
Yes, you need to have a registered agent in New Jersey in order to reinstate your LLC.
What happens if I don’t reinstate my LLC in New Jersey?
If you do not reinstate your LLC in New Jersey, it may be subject to additional penalties or fees, or it may be formally dissolved by the state.
What forms do I need to file to reinstate my LLC in New Jersey?
To reinstate your LLC in New Jersey, you will typically need to file a reinstatement application, along with any other required forms or documents.
Can I reinstate my LLC online in New Jersey?
Yes, you can often reinstate your LLC online in New Jersey by accessing the state’s online business portal.
Are there any penalties for failing to reinstate my LLC in New Jersey?
Yes, there may be penalties for failing to reinstate your LLC in New Jersey, including potential fines or the loss of liability protection.
Can I operate my LLC while going through the reinstatement process in New Jersey?
It is generally not advisable to operate your LLC while going through the reinstatement process in New Jersey, as you may not have liability protection.
What is the deadline for reinstating my LLC in New Jersey?
There is typically no specific deadline for reinstating an LLC in New Jersey, but it is important to address any delinquencies as soon as possible.
Can I reinstate my LLC if it has been administratively dissolved in New Jersey?
Yes, you can usually reinstate your LLC if it has been administratively dissolved in New Jersey by following the appropriate reinstatement procedures.
What happens if my LLC is not reinstated in New Jersey?
If your LLC is not reinstated in New Jersey, it may be permanently dissolved and you could lose the name and liability protection associated with the LLC.
Is there a grace period for reinstating an LLC in New Jersey?
While New Jersey does not have a specific grace period for reinstating an LLC, it is important to address any delinquencies as soon as possible.
Can I reinstate my LLC if it has been inactive for a long period of time in New Jersey?
Yes, you can generally reinstate your LLC in New Jersey even if it has been inactive for a long period of time, as long as you fulfill the reinstatement requirements.
Do I need to provide any additional documentation when reinstating my LLC in New Jersey?
Depending on the circumstances of your LLC’s dissolution, you may need to provide additional documentation when reinstating your LLC in New Jersey.
What steps should I take to reinstate my LLC in New Jersey if I have missed filing annual reports?
If you have missed filing annual reports for your LLC in New Jersey, you will need to submit the delinquent reports along with the reinstatement application and any required fees.
Can I reinstate my LLC in New Jersey if I have outstanding taxes or debts?
Yes, you can usually reinstate your LLC in New Jersey even if you have outstanding taxes or debts, but you will need to address those issues as part of the reinstatement process.
Will I receive any confirmation once my LLC has been reinstated in New Jersey?
Yes, once your LLC has been reinstated in New Jersey, you should receive confirmation from the Secretary of State’s office.
How can I check the status of my LLC reinstatement in New Jersey?
You can typically check the status of your LLC reinstatement in New Jersey by accessing the state’s online business portal or contacting the Secretary of State’s office.
Can I expedite the reinstatement process for my LLC in New Jersey?
In some cases, you may be able to expedite the reinstatement process for your LLC in New Jersey by paying an additional fee for expedited processing.
What are the consequences of operating an inactive LLC in New Jersey without reinstating it?
Operating an inactive LLC in New Jersey without reinstating it can result in the loss of liability protection and may subject you to fines or other penalties.
Will I need to update any information when reinstating my LLC in New Jersey?
Depending on the circumstances, you may need to update certain information, such as your address or contact information, when reinstating your LLC in New Jersey.
Can I reinstate a foreign LLC in New Jersey?
Yes, you can reinstate a foreign LLC in New Jersey by following the appropriate procedures for foreign LLCs.
Are there any restrictions on the name of my reinstated LLC in New Jersey?
Your reinstated LLC in New Jersey must typically have a unique name that is not already in use by another entity in the state.
Can I change the name of my LLC when reinstating it in New Jersey?
If you wish to change the name of your LLC when reinstating it in New Jersey, you will generally need to file a name change amendment along with the reinstatement application.

Also Read

In Conclusion

LLC reinstatement or restoration in New Jersey mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in New Jersey. As mentioned, you must submit the Standing Certificate and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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