Discover why amending your New Jersey formation documents is essential for compliance and adaptability. Explore our guide below for expert insights.
New Jersey business compliance can seem complex for any business owner. But when your business grows and changes, you may need to update the information in your New Jersey business’s formation documents as required by law. But where to start? We’ll show you how to navigate the New Jersey amendment process to keep your business on track.
If you need to make an amendment to an LLC’s formation documents, we’ll cover how in this section. If you’re looking to amend a corporation’s formation documents, please keep scrolling to the section titled “Amending a New Jersey Corporation Certificate of Incorporation.”
The Certificate of Amendment makes changes to an LLC’s Certificate of Formation. The Certificate of Formation is what officially creates your business in the state. So, if any of the information within it changes, then you’ll probably need to file an amendment. Here’s the typical information that might be subject to change:
This information can be updated with the Certificate of Amendment.
Typically, business owners will need to change their public information for contact purposes, change the name of the business, update their registered agent information, and so on. Before you jump into the filing process, you’ll need to narrow down which section you’ll be amending. You can amend any information that’s permissible by law.
The information in your formation documents is public, and it’s essential to keep it updated for contact purposes.
But more importantly, having outdated information on your Certificate of Formation may prevent you from obtaining a New Jersey Standing Certificate. This certificate confirms your business has paid all fees and filed all required forms in New Jersey and is a valid LLC. Making a New Jersey LLC amendment is important to stay in good standing with the state.
The inability to get a Standing Certificate can limit your company’s financial future. Some issues you may encounter if you can’t get a Standing Certificate include:
We can help with your New Jersey LLC with our amendment service, which is also a part of our Worry-Free Compliance service.
Before you jump into filing paperwork, it’s best to make sure you have all of the data you’ll fill in with your amendment. For example, if you’ll be updating your business name, you’ll want to make sure you’ve got the correct spelling for your new name. If you’re amending any additional provisions, you’ll want to check that you’ve got the wording right so the amendment accomplishes your goals.
You’ll also need some basic information about your LLC, including your current name and your New Jersey business ID number. Having this information on hand will help streamline your filing process. If you don’t know your business ID number, you can find it on the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, Business Name Search page.
Now it’s time to file your Certificate of Amendment. You can do so online by going to the Business Charter Amendment Service website and following the instructions. Alternatively, you could download the Certificate of Amendment form, fill it out with the information you gathered in step 3, and then submit the certificate (in duplicate) to the Division of Revenue (unlike some states, the Secretary of State doesn’t manage these filings). The New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, prefers that you file online, but you can also file Form L-102 by uploading it, sending it by mail, or delivering it in person. If filing by mail or fax, you’ll need to include a cover sheet.
At the time of this writing, this filing costs $100 to submit.
Need to make changes to a corporation? We’ll explain how in this section.
In New Jersey, the Certificate of Incorporation is the document that creates your business. This form typically requests basic information, such as:
Generally speaking, if you need to make changes to this information, you’ll need to file a Certificate of Amendment.
To amend your formation documents for your corporation, you’ll need to file a Certificate of Amendment. Within this form, you can usually amend the number of shares your corporation can issue, the corporation name, or its stated business purpose. You can also make changes to any provisions you added to the basic form, along with more basic information like your contact info.
Before you jump into filing the paperwork, you’ll need to gather the info you’re going to fill out. Depending on the changes you’re making, this might mean you’ll gather the correct names and addresses for filing. If you’ll be updating provisions you added, you’ll want to check that you have the proper wording for each.
You’ll also need to gather some information about the vote that was cast to approve the amendment. This includes the number and classes of shares that voted for and against the amendment, the number of shares entitled to vote on that info, and so on. You’ll be asked to provide this info when you fill out your certificate.
New Jersey corporations need to use the Certificate of Amendment to the Certificate of Incorporation form to file an amendment. This form gets delivered to the Division of Revenue, not the Secretary of State. You can file online using the Business Charter Amendment Service website, or you can deliver the document or person or file by mail or fax. If filing by mail or fax, you’ll need to include a cover sheet.
At the time of this writing, this form costs $75 to submit.
The Department of Treasury doesn’t actually require you to file the Certificate of Amendment form. You can also use the state’s Business Charter Amendment Service online. This portal accomplishes the same purpose, but it’s entirely online. This form is more general than a Certificate of Amendment. It’s not specific to any business entity type, so make sure to include all the needed information to make an LLC or corporate amendment.
New Jersey allows businesses to restate their formation documents. Typically, this form allows you to reword and integrate certain terms within your previous articles. But New Jersey also lets you make amendments within your restatement, so you can use this form to make minor changes, too.
If you’ve made a minor error on your Certificate of Formation or your Certificate of Incorporation, you don’t necessarily have to file a full amendment form. Instead, you can file a Certificate of Correction to fix the mistake. This form is a bit simpler, and it costs less to submit.
This form cannot be used if you need to make changes; it’s exclusively for corrections.
Starting and running a business can be stressful, but we’re here to help. Through our Worry-Free Compliance service, amendment service, registered agent service, and more, we can be your go-to for your New Jersey business compliance needs.
FAQ
No, an attorney isn’t required to amend your business formation documents.
You can make any changes about public business information you need to make in a Certificate of Amendment form or other type of amendment filing.
No, these are two different types of filings. However, both are filed with the New Jersey Department of Treasury.
Filing times can vary depending on which type of form you file and whether you file online, by mail, by fax, or in-person. Filing by mail can take more than two weeks, but online, in-person, and fax are faster.
Your confirmation will depend on the type of form you complete and the manner in which you file.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
New Jersey Business Resources
Ready to Start Your New Jersey LLC?
Start Your New Jersey LLC