Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in New York and you are looking to open a second location in New Jersey, you may need to complete a foreign qualification in New Jersey before you can expand there.
Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.
Foreign qualifying is essentially asking permission to do business in the state of New Jersey. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in New Jersey yields consequences that are far costlier than registering in the first place. If you fail to foreign qualify, your business:
That’s quite a lot to risk, especially considering the fee to foreign qualify is only $125. To avoid paying fines and losing your New Jersey revenue stream, it’s best to simply foreign qualify as soon as you begin doing business.
Sections 42:2C-65 and 42:2C-66 of the New Jersey Revised Statutes have more information regarding potential penalties. Take a look.
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in New Jersey? This isn’t outlined in much detail in the state’s LLC Act, but other state and tax laws indicate that you are considered to be “doing business” in most cases and required to foreign qualify if:
And, of course, there are always LLC taxes to consider. Your LLC may need to pay certain business-related taxes in New Jersey, depending on how you’ve set it up. When you foreign qualify, the state can determine how to tax you. Yes, it’s probably tempting to try to avoid these taxes by skipping this step, but that will likely end up in more fines down the road, so resist the urge! It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.
If you’re unsure whether or not you need to file for a foreign qualification in New Jersey, we suggest seeking legal counsel.
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in New Jersey. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
Let’s say all of your business operations in New Jersey fall into that list. In that case, you’d most likely be exempt from foreign qualifying. Still, it’s a good idea to look over the more detailed list found in Section 42:2C-59 of the Revised Statutes and/or take any questions to an attorney.
Foreign qualification in New Jersey is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in New Jersey, you can take care of the whole process through the Division of Revenue and Enterprise Service’s online filing portal or by filing a Business Registration Application.
For either method, you will need to obtain and include a Certificate of Good Standing from the state where your LLC was formed. Reach out to your home state government to get one.
Once you’re on the online filing portal, click “Get Started” at the bottom of the page to – you guessed it – get started. Select “NJ Foreign Limited Liability Company” from the dropdown box and enter your business name. From there you’ll be directed through a series of pages that ask you to enter the following information:
At the end, you can pay the $125 fee by entering your card information.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification, and you’re embarking on another chapter in the life of your business.
New Jersey, like many other states, has its own rules for naming your LLC. Confirm that your name is in compliance before submitting your materials. Check that your name:
You can also reserve your New Jersey business name if you’re not quite ready to foreign qualify your LLC.
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a jurisdiction where you don’t have permission to do so.
We couldn’t find any official info about foreign qualification processing times in New Jersey. However, we will note that the state typically processes online business filings fairly quickly, so we wouldn’t expect that it would take more than a couple of weeks, at most.
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with New Jersey state law. For more information about business licenses and more in this state, check out the state’s convenient Licensing and Certification Guide.
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a New Jersey Annual Report.
The overall costs of operating a New Jersey LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your New Jersey registered agent.
The service then registers your LLC with the state to qualify you to do business in New Jersey.
Disclaimer: The content on this page is for informational 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.
New Jersey Business Resources
Foreign Qualification by State
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