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The New Jersey Limited Liability Company (LLC) Act, N.J.S.A. 42:2b-1, provides for the establishment of LLCs in New Jersey and makes many choices available to people establishing an LLC as a business entity.
To form an LLC in New Jersey, one or more authorized individuals must complete a Certificate of Formation and file it with the Division of Revenue. The certificate should include the name of the limited liability company and the name and address of the registered agent. The latest date of dissolution should be noted, if applicable, as well as any other matters the members decide to include in the certificate. The certificate must include a statement that the LLC has one or more members, and it may stipulate that the entity will be formed at any date or time after filing that is specified in the certificate of formation. An LLC formed under the Act is a separate legal entity and shall continue as such until cancellation of the LLC's certificate of formation. A foreign LLC must register with the Division of Revenue before doing business in New Jersey. Typically an LLC will be governed by an "operating agreement." The operating agreement or other written agreement may set forth details relating to membership, including relative rights, powers, and duties (e.g., voting). It may also provide that the LLC is headed by a manager and may even provide for classes or groups of members in the manner established in the operating agreement. Generally, LLCs are treated as partnerships for tax purposes. However, under certain circumstances, you may elect to treat your LLC as a single member entity or as a corporation for tax purposes. Consult with a tax professional for advice on electing the single member or corporate tax treatment options. |
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