So you’ve started a new business in New Jersey. You’ve already gone through the process of writing a business plan, creating a business entity, and registering with the state. Perhaps you have an operating agreement. Maybe you’ve even incorporated and appointed a board of directors. Hopefully, things have been going smoothly. The large swath of paperwork is out of the way, and now your first year of business is coming to an exciting close. It’s time to file your first annual report.
Annual report filing can be intimidating, but you can hire a service to help you along the way. Every state has its own filing requirements, and they differ depending on whether your business is a corporation or limited liability company (LLC). Some states require annual reports, while others need biennial statements or some other periodic report. You may or may not need to file articles of amendment, and new business owners may feel a particular sense of pressure. If you’re not in good standing with the state, never mind the potential late fees because your whole business could be at risk.
Thankfully, annual reports come just once a year (it is, after all, in the name). New Jersey’s filing requirements are pretty straightforward, and you can do the whole process online. We are also here to help. This guide can give you a better understanding of the whats, hows, and whys of annual report filing in the state of New Jersey.
Legally forming your business is just one of the many state reporting requirements. In fact, in addition to filing regular tax returns, most states require corporations and LLCs to file an annual report. If you fail to file, your business can be dissolved or revoked. Some states, including New Jersey, may require corporations to pay an annual franchise tax. An annual report is not the same thing as NJ’s LLC Partner Return, which is filed with the Division of Taxation.
Annual reports are typically filed with the Secretary of State, but in the state of New Jersey, you’ll be dealing directly with the New Jersey Department of the Treasury. All corporations and all LLCs (whether they’re single-member or multi-member) must file their report though the New Jersey Division of Revenue’s online annual reports and change services portal. The treasury should send you a reminder before it’s due, but they can be inconsistent about it. Regardless, it’s still your responsibility to file on time.
Both LLCs and corporations have to file annual reports in accordance with state law, and both business entities have roughly the same state filing requirements. Both require proof of insurance and start the process by entering the business entity ID number into the online portal. This can be found on the Certificate of Formation. If you’ve misplaced your Certificate of Formation, you can look for the number using New Jersey’s business name search.
There’s little difference between the annual report for LLCs and corporations. The main purpose is to keep the state up to date on your business’ information. Corporations should not confuse NJ’s annual report with the additional annual report they may have to file with the U.S. Securities and Exchange Commission (SEC).
In the state of New Jersey, all annual reports are filed online through the annual reports and change services portal on the Division of Revenue and Enterprise Services (DORES) website.
Unfortunately, you can’t file your annual report through the mail. If you’ve made any changes to your company (like your address, name, membership, or the addition of new shares), you will also have to file Articles of Amendment.
While most amendment forms can be filled out online through the DORES, you can’t file some directly. In this case, you’ll need to print them out, fill in the required fields, scan the document, and upload it per the instructions on the form. This generally only includes forms that amend major changes, such as a registered agent resigning or a member leaving.
When filing annual reports, business owners should be aware of one disclaimer: these are public records in New Jersey. Anyone can find them if they search through the DORES business records service.
Due dates for annual report filing in New Jersey are the same for domestic and foreign corporations as well as domestic and foreign LLCs. Both must have them in by the end of their registration anniversary month. For example, if a business was incorporated on June 6th, their annual report would be due before June 30th every year.
As far as business expenses go, filing isn’t that costly in the state of New Jersey. For both LLCs and corporations, the annual report fee is $75 plus a $3 credit card fee or a $0.50 echeck fee. Changing a registered agent as part of your annual report will cost an extra $25. Additionally, you can change your registered agent at any time through NJ’s business portal.
New Jersey doesn’t have any late fees. However, if you miss filing for two consecutive years, you’ll be on the hook for the previous annual fees and may have to pay the following additional charges:
LLCs and corporations need to send the state Treasurer the same type of information when filing their annual report. For LLCs, you will need the:
For corporations, the required information includes:
Foreign corporations also have to submit the jurisdiction of their incorporation. Articles of Amendment may be filed along with your annual report.
Once you file your New Jersey annual report and pay the fees, that’s most likely it for the year (providing you’re not a corporation filing separate annual reports with shareholders and the SEC). If you have employees and fail to have the proper insurance for a period greater than 10 days, you will pay a fine. This could be as much as $5,000 for each 10-day stretch without workers’ compensation. If you still don’t have the proper insurance, you may face a stop order.
For most businesses, the annual report forms are looked over, then filed away in the state Treasurer’s office. These are available to the public, who can freely browse through the DORES business records service.
The good news is that New Jersey doesn’t have traditional late fees, but this is not an invitation to miss out on your due date. If you miss payment for two consecutive years, you may be in trouble. The state will dissolve your LLC or corporate status, leaving you personally vulnerable to lawsuits and changing your tax designation.
If a domestic or foreign corporation hasn’t filed for two consecutive years, the treasury will send them notice that their certificate of incorporation has been revoked. They’ll have 30 days to file the missing reports and pay the fees before it’s actually revoked. If it is revoked, they’ll have to file for reinstatement.
Domestic LLCs that fail to file for two consecutive years are transferred to an inactive list. Foreign LLCs may have their certificate of formation revoked entirely. Both must file paperwork to be removed from the inactive list or reinstated.
If a corporation or LLC has their business revoked or ends up on the inactive list, they may lose the rights to their name, which can be a problem if another newly formed company scoops it up before they’ve reinstated. In this case, they’ll have to file an additional form to change the name on their certificate of formation or articles of incorporation.
Both corporations and LLCs that have had their business revoked must file an application for a Tax Clearance Certificate with the Division of Taxation. This can be a months-long process. Once complete, the change is retroactive. In the eyes of the law, a reinstated corporation never lost its “good standing” with the state.
Before you spend time on hold, the state of New Jersey’s website has a thorough FAQ section about annual reports. If that doesn’t help, you can contact the DORES. Beyond that, you may want to consider utilizing us to help you file your annual reports. Our automated technology and team of experts will help you avoid costly mistakes and simplify the overall filing process. Our personalized dashboards make keeping track of documents a cinch.
It costs $75 plus a $3 credit card fee or $0.50 echeck fee to file your report online.
If you’ve filed late for two consecutive years, you may have your business revoked and lose claim to your business name until you’ve paid the reinstatement fee. There is an additional form you may have to file with the Division of Taxation to gain tax clearance. This applies to both LLCs and corporations.
After two years, businesses may have their charter voided and their authority to operate in New Jersey completely revoked. This also goes for corporations that fail to file business taxes. You can reinstate it online, but there are penalties.
Yes, to some extent. You’ll have to file Articles of Amendment if you’re making any changes. You can do this online.
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