How to Move an LLC to New Jersey

An out-of-state LLC can change its state of organization to New Jersey through statutory domestication. New Jersey authorizes LLC domestication under the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. Ann. §§ 42:2C-1 through 42:2C-94). The process requires a plan of domestication that must be custom-drafted to comply with both states’ laws simultaneously, along with coordinated filings in both the destination state and the state the LLC is leaving.

Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. Both states must authorize the transaction before it can go forward. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

After domestication, the LLC keeps its formation date, Employer Identification Number (EIN), contracts, property, bank accounts, and employees. An out-of-state LLC, also called a foreign LLC (meaning an LLC formed in another state), that domesticates to New Jersey becomes a New Jersey LLC governed by the New Jersey Revised Uniform Limited Liability Company Act. The domestication changes the LLC’s legal home state without interrupting business operations.

Why Business Owners Move LLCs to New Jersey

A New Jersey LLC domestication may make sense if a business owner moves to New Jersey or if the owners prefer to have New Jersey law govern the company. An owner might transfer an LLC to New Jersey for any of the following reasons.

• Convenience. Owners who move to New Jersey may find it more convenient for the LLC to be primarily governed by the jurisdiction where the owners live. An owner can reduce complexity by limiting the states whose laws the owner needs to deal with, and may also benefit from easier access to state government offices.
• Reduced reporting. When an LLC mostly does business in one state but is domiciled in a different state, the company typically must file annual reports in both states. An LLC domiciled in another state that does most of its business in New Jersey may ease its reporting obligations by domesticating into New Jersey and withdrawing from the original state. New Jersey requires LLCs to file an annual report with a $75 filing fee, which is lower than in many states.
• Tax savings. A business can reduce its overall tax bill by limiting the number of states in which it must pay taxes. Domestication to New Jersey may let an LLC avoid taxation by the original state if the move results in an insufficient connection, or taxable nexus, between the original state and the business.
• Legal advantages. New Jersey’s LLC act provides several features that may benefit business owners. The charging order is the exclusive remedy available to a member’s personal creditor, which provides strong asset protection. New Jersey also codifies fiduciary duties for members and managers while allowing the operating agreement to modify those duties, giving owners flexibility in structuring their company’s governance. An LLC may also want to branch out into a business that its current state does not permit for LLCs, or the LLC’s members may want to adopt operating agreement terms allowed in New Jersey but not in the current state.
• Easier hiring of professionals. Legal systems and tax rules are mostly state-specific. A business that needs an accountant, lawyer, or other professional needs someone familiar with the right state’s law. Domesticating an out-of-state LLC to New Jersey can help owners who live in New Jersey more easily find local professionals with the right expertise.

Who Can Domesticate an LLC to New Jersey

New Jersey’s domestication statute does not restrict which types of LLCs may domesticate into the state. The principal constraint is on the other side: the LLC’s current state must also have a statutory procedure that allows an LLC to change its domicile to a new state. The current state may call the process domestication, conversion, or another name. As long as the current state authorizes the transfer, the LLC can domesticate into New Jersey.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure. The LLC should also be in good standing with its current state before beginning the domestication process.

An out-of-state LLC must confirm that New Jersey lets LLCs engage in the company’s field of business. New Jersey allows LLCs with “any lawful purpose,” but the company needs to follow all laws and regulations that apply specifically to the business. Some states do not let LLCs provide professional services, and other states authorize a specific type of LLC, called a professional limited liability company (PLLC), for professional services. New Jersey uses neither approach. A New Jersey LLC can provide professional services as long as the company follows all licensing and regulatory requirements that apply to the profession.

Statutory Framework for New Jersey LLC Domestication

New Jersey’s domestication provisions are part of the New Jersey Revised Uniform Limited Liability Company Act, codified at N.J. Stat. Ann. §§ 42:2C-1 through 42:2C-94. The domestication authority sits within this same act rather than in a separate transactions statute.

The key statutory provisions governing LLC domestication in New Jersey are: N.J. Stat. Ann. § 42:2C-82(a), which authorizes an LLC formed under another state’s law to become a New Jersey LLC through a plan of domestication; N.J. Stat. Ann. § 42:2C-82(b), which authorizes a New Jersey LLC to become governed by another state’s law through the same procedure; and N.J. Stat. Ann. § 42:2C-82(c), which sets the requirements for the plan of domestication, including the terms and conditions of the transfer and the manner for converting membership interests.

The domestication provisions and the general LLC act work together. Section 42:2C-82 supplies the authority and procedural framework for the domestication transaction, while the rest of the act supplies the governance rules that apply to the company after it becomes a New Jersey LLC. A domesticated LLC is governed under the act’s general rules in the same manner as an LLC originally formed in New Jersey.

Documents Required for New Jersey LLC Domestication

The New Jersey LLC domestication process involves preparing and adopting several documents that must satisfy both states’ requirements. The following documents are needed for the New Jersey side of the transaction.

• Plan of domestication. A plan of domestication designed to comply with the requirements of both New Jersey law and the law of the state that the LLC is moving from. The plan must be in writing and include the LLC’s current state and name, the LLC’s name and state of organization after domestication, the terms and conditions of the domestication including the manner and basis for converting membership interests, and the LLC’s new certificate of formation and operating agreement.
• Certificate of Conversion/Domestication (Form CD-100). The filing document submitted to the New Jersey Secretary of State to effectuate the domestication. This form serves as both the domestication record and the formation filing; a separate certificate of formation is not required.
• Domestication document for filing in prior state. The LLC’s current state requires its own filing to complete its side of the transaction. Depending on the current state’s law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, or a similar term.
• New Jersey operating agreement. A state-specific operating agreement to properly structure the LLC as a New Jersey LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution authorizing domestication. A resolution approving the transaction and adopting the New Jersey organizational documents as the LLC’s governing documents.

The Certificate of Conversion/Domestication (Form CD-100) accepts electronic signatures under New Jersey law. The New Jersey Secretary of State does not accept e-filed domestication documents; the form must be submitted by mail or in person.

The documents above reflect New Jersey’s requirements. The LLC’s current state imposes its own documentation requirements for outbound domestications, and the LLC must satisfy both states’ requirements to complete the transaction.

How to File a New Jersey LLC Domestication

Filing the Certificate of Conversion/Domestication (Form CD-100) with the New Jersey Secretary of State establishes the company as a domestic New Jersey LLC. Several preliminary and administrative steps surround the filing itself.

• Conduct a preliminary name search. Check the official records of the New Jersey Secretary of State to determine whether the LLC’s name is available in New Jersey. If the name is unavailable, a slight name change may be required to complete the domestication.
• Obtain signatures. The Certificate of Conversion/Domestication (Form CD-100) must be signed by the required parties. New Jersey allows electronic signatures on this form.
• File with the New Jersey Secretary of State. Submit the completed Form CD-100 to the Division of Revenue and Enterprise Services (DORES) Corporate Filing Unit. The form must be filed by mail or in person; e-filing is not available for this document.
• File domestication documents with the prior state. File the required domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.
• Complete New Jersey tax and employer registration. File the NJ-REG form with DORES Client Registration within 60 days of the domestication. This registration is required for all businesses operating in New Jersey and is filed separately from the domestication documents.

The New Jersey Secretary of State processes domestication filings in the order received. Processing time can vary. A filer can request expedited processing by paying an extra fee: 24-hour processing for $25, same-day processing for $50, 2-hour processing for $500, or 1-hour processing for $1,000. The domestication becomes effective when the certificate of formation takes effect. For a detailed breakdown of each phase in the domestication timeline, see our guide to LLC domestication.

Cost of Moving an LLC to New Jersey

The cost of moving an LLC to New Jersey depends on the scope of work involved. The documents and filings described above require careful preparation to comply with both states’ requirements. The plan of domestication must address the specific requirements of both the sending state and New Jersey law simultaneously, and coordinating submissions with two separate state agencies adds further complexity. Professional preparation and state agency coordination are the primary cost drivers in a New Jersey domestication.

To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the New Jersey Secretary of State charges a $75 filing fee for the Certificate of Conversion/Domestication (Form CD-100). The state where the LLC is currently organized will also charge a filing fee for the documents that state requires when an LLC domesticates out, and that amount varies between states.

A domesticating LLC will also incur registered agent costs. A New Jersey LLC must designate and maintain an office and registered agent located in New Jersey. The registered agent has legal authority to accept service of legal process and official notices for the company. New Jersey LLCs often hire commercial registered agents for this role. A commercial agent charges an annual fee, typically around $100, for serving as a business’s registered agent.

Legal Effects of New Jersey LLC Domestication

New Jersey LLC domestication moves an out-of-state LLC to New Jersey while preserving the company’s legal identity. The domestication is effective when the LLC’s new certificate of formation takes effect. New Jersey law declares the following legal effects.

• Company existence continues. The New Jersey LLC after domestication is for all purposes the same company as the out-of-state LLC from before domestication. It continues its existence as a New Jersey LLC and can keep using the same EIN and other identifying information.
• Governance by New Jersey law. After domestication, the LLC is governed by the New Jersey Revised Uniform Limited Liability Company Act. The LLC’s New Jersey certificate of formation and operating agreement take effect and are binding on the company and its members.
• Day-to-day operations continue as normal. An LLC does not have to stop doing business during the domestication process. Domestication occurs behind the scenes and does not interrupt the public-facing part of the business.
• Property and assets are retained. The New Jersey LLC owns all property that the out-of-state LLC owned before domesticating into New Jersey. The company holds all the same property rights, title, and interests. There is no need to sign deeds in favor of the New Jersey LLC or to formally transfer assets. The LLC’s bank accounts stay open.
• Contracts remain effective. The LLC’s business contracts remain valid and enforceable after the domestication into New Jersey. All of the company’s contractual rights, obligations, and powers stay with the New Jersey LLC.
• Obligations and liabilities persist. The New Jersey LLC still owes all debts and taxes and has the same legal obligations and liabilities that the out-of-state LLC had before domestication.
• Legal cases continue uninterrupted. Legal cases and proceedings involving the out-of-state LLC can carry on as though there were no domestication. If the LLC’s name changes, the new name substitutes for the old name in any legal proceedings.
• Membership interests convert as specified. When the domestication takes effect, the terms and conditions stated in the plan of domestication become effective. The plan controls the manner and basis for converting interests in the out-of-state LLC into interests in the New Jersey LLC, money, or other consideration. Members often agree to convert interests in the same proportions.
• No dissolution required. A domestication does not dissolve the LLC in the original state, and there is no need to distribute assets or wind up affairs. Avoiding dissolution is a significant advantage of LLC domestication. Registration as a foreign LLC in the original state is also unnecessary unless the business intends to keep doing business there.

New Jersey LLC Laws That Apply After the Move

The New Jersey Revised Uniform Limited Liability Company Act imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to New Jersey becomes subject to these obligations immediately upon effectiveness of the domestication.

New Jersey Annual Report and Compliance Requirements

New Jersey requires domestic LLCs to file an annual report with the New Jersey Secretary of State. The filing is due each year by the last day of the month in which the LLC was organized. The filing fee is $75.

This ongoing annual requirement applies to all New Jersey LLCs, including those that domesticated from another state. An LLC that domesticates to New Jersey and no longer files in the original state may see cost savings if the original state charged higher annual fees or more frequent filing requirements.

New Jersey LLC Operating Agreement Requirements

New Jersey refers to an LLC’s internal governance document as an “operating agreement.” The operating agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The operating agreement is not filed with the state; it is maintained by the LLC as a private document.

New Jersey Member and Manager Protections

New Jersey recognizes charging order protection for LLC members. When a member’s personal creditor obtains a judgment against the member, the creditor cannot simply seize the member’s interest in the LLC. Instead, the creditor must seek a charging order, which gives the creditor the right to receive the member’s distributions but does not transfer the member’s voting rights or management authority. New Jersey treats the charging order as the exclusive remedy available to a judgment creditor, which provides strong protection against forced transfers of membership interests.

New Jersey codifies fiduciary duties for members and managers. Members and managers owe a duty of care and a duty of loyalty to the LLC and its members. The duty of care requires acting in good faith and in a manner reasonably believed to be in the best interests of the LLC. The duty of loyalty prohibits self-dealing and requires disclosure of conflicts of interest. New Jersey law allows these fiduciary duties to be modified or eliminated by the operating agreement, subject to certain limits.

New Jersey law addresses member dissociation. Members have the right to withdraw from the LLC, but may do so wrongfully if they violate the operating agreement or breach their duties. A member who wrongfully dissociates is liable to the LLC and to other members for damages caused by the wrongful withdrawal.

Moving an LLC Out of New Jersey

New Jersey also permits outbound LLC domestication. A New Jersey LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure. The outbound process requires a plan of domestication and filing a Certificate of Conversion/Domestication (Form CD-100) with the New Jersey Secretary of State. The filing fee for the outbound domestication is $75.

When a New Jersey LLC domesticates to another state, the LLC must also file a Statement Surrendering the Company’s Certificate of Formation with the New Jersey Secretary of State. This certificate of surrender completes the New Jersey side of the transaction. The destination state will require its own formation and domestication documents.

Alternatives to New Jersey LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new New Jersey LLC and merging the out-of-state LLC into it, with the New Jersey LLC as the surviving entity. The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. The New Jersey Secretary of State charges a $100 filing fee for the merger documents. For a detailed explanation of how the reorganization process works, see our guide to LLC reorganization.

For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication by state.