Find out how to qualify your LLC to conduct business in New Jersey.
If you own a company that was founded in a state other than New Jersey, you must qualify or register it in New Jersey in order to conduct business there. Here is an outline of the regulations for registering your international (non-New Jersey) limited liability corporation (LLC) in New Hampshire.
What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in New Jersey. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Wisconsin, for example, is a foreign LLC in Minnesota.
Doing Business in New Jersey
If you are “transacting business” or “doing business” in New Jersey, you must register your foreign company with the state of New Jersey, according to the LLC Act. (Both terms are used throughout the Act.) What exactly does this mean? In respect to international registrations, New Jersey, like other states, does not define what “transacting business” or “doing business” entails.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some activities are exempt.
New Jersey law, like that of many other states, outlines specific acts that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
creating or acquiring indebtedness, mortgages, or security interests in real or personal property as a borrower or lender securing or collecting debts enforcing mortgages or other security interests in property that secures debts holding, protecting, or maintaining property acquired as security for debts conducting an isolated transaction that is completed within thirty days and is not repeated
The LLC Act further stipulates that holding income-producing New Jersey real estate or personal property, unless otherwise exempt under the aforementioned conditions, is doing business in New Jersey. Check Section 42:2C-59 of the New Jersey Statutes for the exact legal definition of each of the listed objects.
If your LLC’s only operation in New Jersey is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
In order to register your international company in New Jersey, you must first get a certificate of authorization. Fill out a Business Registration Application and submit it to the New Jersey Department of Treasury (DOT). Aside from the certificate of authority, the application serves a variety of additional functions, including tax registration.
Unlike most other states, New Jersey does not offer a paper version of the LLC registration form. Instead, a single form is utilized for all company kinds (corporations, partnerships, etc.).
You may file on paper or electronically. The DOT website has a copy of the application form (Form NJ-REG).
While the paper registration application requests a lot of information, just a few are necessary for the certificate of authority:
If required, the name under which your LLC was initially registered, as well as an additional name your LLC will use in New Jersey (this may be necessary if the original name does not contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC,” or if the name is already being used by another registered New Jersey business)
the name of the state where you originally formed your LLC the street address and mailing address of your LLC’s principal office\s if the state where you formed your LLC requires you to maintain an office there, the street address and mailing address of that office\s the name, street address, and mailing address of your registered agent in New Jersey, and\s an authorized signature.
Online registration may be less complicated. If you choose an alternative name (dba), you will not be able to file online and will have to submit on paper. You must provide a Certificate of Good Standing from the state where your LLC was created with all applications. You must fax the Certificate of Good Standing if you apply online. The price for filing is $125.
What Happens If You Do Not Sign Up?
If your LLC does business in New Jersey without a Certificate of Authority, it cannot file a lawsuit. However, the lack of a Certificate of Authority does not render your LLC’s contracts null and void or preclude your LLC from defending a case in New Jersey. Furthermore, a member or management of your LLC is not accountable for the company’s debts, obligations, or other liabilities just because the corporation did business in New Jersey without a Certificate of Authority.
Incorporation of a Foreign Corporation in New Jersey
The regulations and standards for international qualifying in New Jersey are identical whether your company is structured as a corporation rather than an LLC. You will utilize the same paper application form or online application method, and you will pay the same price.