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 domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to New Jersey becomes a New Jersey LLC governed by the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. Ann. §§ 42:2C-1 through 42:2C-94).

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name conversion for the legal procedure that changes an LLC’s state of organization, also called its domicile. In many of those states, a business can complete a conversion to change its domicile or to change its entity type. The same statutory process can accomplish either goal.

New Jersey has two distinct procedures for LLCs. A New Jersey LLC domestication changes a company’s domicile only. A conversion changes a business from one entity form to another. For example, a New Jersey corporation might convert to an LLC. This article deals with domestications that change an out-of-state LLC into a New Jersey LLC.

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 that it is more convenient for the LLC to be primarily governed by the jurisdiction where the owners live.
• 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 that is domiciled in another state and does most of its business in New Jersey may ease its reporting obligations by domesticating into New Jersey. New Jersey requires LLCs to file an annual report by the last day of the month in which the LLC was organized, with a $75 annual filing fee. This reduced reporting requirement may be attractive if the original state charges higher annual fees or more frequent filing requirements.
• 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 it results in an insufficient connection, or taxable nexus, between the state and the business.
• Legal advantages. A New Jersey LLC domestication might be a wise business decision if New Jersey law offers advantages over other states. For example, an LLC may 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. An LLC domestication may also make sense if the company wants to take advantage of New Jersey’s rules for a specific industry.
• 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.

New Jersey LLC Domestication Requirements

New Jersey LLC domestication under N.J. Stat. Ann. § 42:2C-82 is not available for every out-of-state LLC. An LLC domesticating to New Jersey must comply with both New Jersey law and the current state’s law. New Jersey law controls the process and documents filed in New Jersey and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to New Jersey (the state must authorize domestication), the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for New Jersey LLC Domestication

An LLC considering domestication to New Jersey must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

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.

An out-of-state LLC must also 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 be sure to follow all laws and regulations that apply specifically to the business. An out-of-state LLC whose business is unlawful in New Jersey should not domesticate into New Jersey.

Some states do not let LLCs provide professional services, which are services that a person must have a license to offer to the public. Other states authorize a specific type of LLC, called a professional limited liability company (PLLC), that is formed specifically to offer 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. Before starting a domestication, an out-of-state LLC that will provide professional services in New Jersey should verify that all members, employees, or other agents who will offer the service hold the right New Jersey licenses and can comply with all applicable regulations.

Required Documents for New Jersey LLC Domestication

The New Jersey LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• 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 and other identifying information required by the New Jersey filing office; the LLC’s name and state of organization after domestication; the terms and conditions of the domestication, including the manner and basis for converting interests in the current LLC into any combination of money, interests in the LLC after domestication, and other consideration; and the LLC’s new articles of organization and operating agreement that will be in writing.
• Articles of Domestication. The New Jersey Articles of Domestication for filing with the New Jersey Secretary of State.
• Certificate of Formation. The New Jersey Certificate of Formation for filing with the New Jersey Secretary of State. Under N.J. Stat. Ann. § 42:2C-2, the Certificate of Formation establishes the LLC as a New Jersey domestic entity and must be signed by an authorized person.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term. The LLC must file the appropriate document with the Secretary of State or equivalent agency of the state that the LLC is moving from.
• 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 Articles of Domestication and Certificate of Formation accept electronic signatures under New Jersey law. Filing through the New Jersey Secretary of State allows e-filing for electronically signed documents.

The LLC also completes several administrative tasks to implement the domestication.

• conducting a preliminary name search with 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); obtaining signatures on the Articles of Domestication and Certificate of Formation; filing both documents with the New Jersey Secretary of State;
• filing domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from

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 and related documents must address the specific requirements of both the sending state and New Jersey law simultaneously. 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 filing fees for the domestication documents. The filing fee for the Articles of Domestication is $100.00, and the filing fee for the Certificate of Formation is $125.00.

The total New Jersey filing fee for inbound domestication is $225.00. The state where the LLC is currently organized will also charge a filing fee for documents the state requires LLCs to file when domesticating out of the state, and that amount varies between states.

• Standard Filing: $100.00 (Articles of Domestication) + $125.00 (Certificate of Formation) = $225.00 total.

An out-of-state LLC that domesticates to New Jersey will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the New Jersey domestication.

Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider. Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and state agencies, and filing domestication documents with state agencies.

A New Jersey LLC must designate and maintain an office and registered agent located in New Jersey. A domesticating LLC identifies the agent information in its domestication documents. A New Jersey LLC’s registered agent has legal authority to accept service of legal process and official notices and communications for the company. An LLC’s registered agent must be an individual who lives in New Jersey or a business entity that has legal authority to do business in New Jersey.

New Jersey LLCs often choose to hire commercial registered agents to fill the registered agent role. A commercial agent charges an annual fee, typically around $100.00, for serving as a business’s registered agent. Using a commercial registered agent promotes privacy and helps keep important communications organized and consistent.

Processing Time for New Jersey LLC Domestication Filings

A New Jersey LLC domestication proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to review the information and prepare the domestication documents, the owners’ time to approve and sign the draft documents (or request revisions), the service provider’s time to file the final domestication documents with state agencies, and the state agencies’ time to accept and process the filed documents.

The New Jersey Secretary of State processes domestication filings in the order received. Filing offices’ processing time can vary substantially. A New Jersey filer can request expedited processing by paying an extra fee to the New Jersey Secretary of State. Expedited processing options include 24-hour processing for $25.00, same-day processing for $50.00, 2-hour processing for $500.00, and 1-hour processing for $1,000.00.

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.

Legal Effects and Benefits of New Jersey LLC Domestication

New Jersey LLC domestication moves an out-of-state LLC to New Jersey. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile. New Jersey law declares that the legal effects of a domestication to New Jersey are as follows, and these effects provide multiple practical and legal advantages:

• 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 Employer Identification Number (EIN) and other identifying information. This consistency avoids needless administrative tasks and potential confusion with government offices.
• Governance by New Jersey law. After domestication, the LLC is a New Jersey LLC governed by the New Jersey Revised Uniform Limited Liability Company Act under N.J. Stat. Ann. §§ 42:2C-1 through 42:2C-94. New Jersey courts have jurisdiction over the domesticated company. The LLC’s New Jersey Certificate of Formation and Operating Agreement are effective 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. There is no need to temporarily close office locations, and the business’s employees are still employed by the same company.
• 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 that the out-of-state LLC held. 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, so there is no need to close and re-open accounts during a domestication.
• 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. Employment relationships are also unaffected, so there is no break in the business’s employment of its employees.
• 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. Domestication does not affect any liability members have or do not have for the LLC’s obligations.
• 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 as part of the domestication, the new name simply 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, except to the extent the plan of domestication provides differently. The plan of domestication 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 out-of-state LLC into interests in the New Jersey LLC in the same proportions.
• No dissolution required. A domestication does not dissolve the LLC in the original state, and there is no need to dissolve the company after completing the domestication unless the members agree otherwise. Avoiding dissolution, a costly and time-intensive process that some business-transfer methods require, is a significant advantage of LLC domestication. Dissolution and registration as a foreign LLC in the original state are unnecessary unless the business intends to keep doing business there.

Moving an LLC Out of New Jersey

New Jersey permits outbound LLC domestication under N.J. Stat. Ann. § 42:2C-82(b). A New Jersey LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

New Jersey Outbound Domestication Requirements

A New Jersey LLC that domesticates to another state must file Articles of Domestication with the New Jersey Secretary of State. The outbound filing must include a plan of domestication approved by the LLC’s members or managers.

Per N.J. Stat. Ann. § 42.

• 2C-82
• the plan must be in writing and include the LLC’s current state and name and other identifying information required by the New Jersey filing office; the LLC’s name and state of organization after domestication; the terms and conditions of the domestication
• including the manner and basis for converting interests in the current LLC into any combination of money
• interests in the LLC after domestication
• other consideration; and the LLC’s new articles of organization and operating agreement that will be in writing

When a New Jersey LLC domesticates to another state, the LLC must 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.

Filing Fees for Moving an LLC from New Jersey

The New Jersey Secretary of State charges a filing fee of $75.00 for an outbound Articles of Domestication. The destination state will charge separate filing fees for its formation and domestication documents.

New Jersey LLC Laws That Apply After the Move

The New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. Ann. §§ 42:2C-1 through 42:2C-94) 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 by the last day of the month in which the LLC was organized each year. The filing fee is $75.00.

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” under N.J. Stat. Ann. § 42:2C-2. 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. The Operating Agreement defines which member or manager term is used for the LLC’s owners and decision-makers.

New Jersey Member and Manager Protections

The New Jersey Revised Uniform Limited Liability Company Act provides protections for LLC members and managers that apply after the domestication.

New Jersey recognizes charging order protection under N.J. Stat. Ann. § 42:2C-43. 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 to the creditor. This exclusive remedy standard protects members from having their LLC interests forcibly transferred to personal creditors.

New Jersey also codifies fiduciary duties for members and managers under N.J. Stat. Ann. § 42:2C-39. Members and managers owe a duty of care and a duty of loyalty to the LLC and its members. The duty of care requires members and managers to act in good faith and in a manner they reasonably believe is in the best interests of the LLC.

The duty of loyalty prohibits self-dealing and requires members and managers to disclose conflicts of interest. New Jersey law allows these fiduciary duties to be modified or even eliminated by the operating agreement, subject to certain limits.

New Jersey law addresses member dissociation under N.J. Stat. Ann. § 42:2C-45. Members have the right to dissociate, or 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.

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. 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.