How to Amend Certificate of Formation in New Jersey (2024) (original) (raw)

Amend New Jersey Certificate of Formation

Amendment of Certificate of Formation is required when you make changes to your LLC. While forming an LLC in New Jersey, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Certificate of Formation, you must file the Certificate of Amendment with New Jersey SOS.

To amend your New Jersey Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the New Jersey SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend New Jersey Certificate of Formation without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Certificate of Formation in New Jersey?

The Certificate of Formation is a document that is required to form an LLC in New Jersey. The document must be submitted online or by mail to the New Jersey Secretary of State. Certain details need to be added while filing the New Jersey Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization

How to Amend New Jersey Certificate of Formation

Changes such as name, physical address of the business, address or/and name of the New Jersey Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Certificate of Formation in New Jersey. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in New Jersey LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Certificate of Amendment with New Jersey Secretary of State.

Step 2: Draft the New Jersey Certificate of Amendment

The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-

Step 3: File New Jersey Certificate of Amendment

To file the Certificate of Amendment in New Jersey, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in New Jersey, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the New Jersey Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the New Jersey Division of Revenue, P.O. Box 308, Trenton, NJ 08646. The amendment filing fee of $100 must be paid at the time of form submission.

Why Amend Certificate of Formation?

There are six reasons why you need to file the Certificate of Amendment in New Jersey. Following are the six points to note-

Change of New Jersey LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the New Jersey SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of New Jersey LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then New Jersey LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the New Jersey SOS.

Change of New Jersey LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of New Jersey LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at any time, for example, a non-profit in New Jersey changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of New Jersey Tax Structure: The New Jersey LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with New Jersey SOS.

Cost to File New Jersey Certificate of Amendment

The cost of filing the Amendment Certificate in New Jersey is $100. For other types of filing costs, please visit the official website of New Jersey Secretary of State.

Penalties for Not Filing Certificate of Amendment

Failure to amend New Jersey Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in New Jersey. Another consequence of not filing an amendment in New Jersey is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How can I amend my New Jersey Certificate of Formation?

To amend your New Jersey Certificate of Formation, you must file an Amendment form with the New Jersey Division of Revenue and Enterprise Services.

What information can be amended on a New Jersey Certificate of Formation?

You can amend any information contained in your New Jersey Certificate of Formation, such as the company name, registered agent, members/officers, or business address.

Do I need to provide a reason for amending my New Jersey Certificate of Formation?

No, you do not need to provide a reason for amending your New Jersey Certificate of Formation.

Can I file my amended New Jersey Certificate of Formation online?

Yes, you can file your amended New Jersey Certificate of Formation online through the Division of Revenue and Enterprise Services website.

How much does it cost to file an amendment to a New Jersey Certificate of Formation?

The filing fee to amend a New Jersey Certificate of Formation is $100.

Can I expedite the processing of my amended New Jersey Certificate of Formation?

Yes, you can expedite the processing of your amended New Jersey Certificate of Formation for an additional fee.

What is the processing time for an amended New Jersey Certificate of Formation?

The processing time for an amended New Jersey Certificate of Formation is typically 7-10 business days.

Do I need to notify the IRS when I amend my New Jersey Certificate of Formation?

Yes, you should notify the IRS of any changes to your New Jersey Certificate of Formation.

Will amending my New Jersey Certificate of Formation affect my tax status?

Amending your New Jersey Certificate of Formation may impact your tax status, so you should consult with a tax professional.

Can I amend my New Jersey Certificate of Formation to change the company’s business activities?

Yes, you can amend your New Jersey Certificate of Formation to change the company’s business activities.

Do I need to publish notice of the amendment to my New Jersey Certificate of Formation?

No, you do not need to publish notice of the amendment to your New Jersey Certificate of Formation.

What happens if I do not amend my New Jersey Certificate of Formation?

Failure to amend your New Jersey Certificate of Formation can result in penalties and fines.

Can I amend my New Jersey Certificate of Formation to change the registered agent?

Yes, you can amend your New Jersey Certificate of Formation to change the registered agent.

Can I file multiple amendments to my New Jersey Certificate of Formation at once?

Yes, you can file multiple amendments to your New Jersey Certificate of Formation at the same time.

Can I amend my New Jersey Certificate of Formation to add or remove members/officers?

Yes, you can amend your New Jersey Certificate of Formation to add or remove members/officers.

Do I need to obtain a new EIN when I amend my New Jersey Certificate of Formation?

You may need to obtain a new EIN when you amend your New Jersey Certificate of Formation, depending on the nature of the changes.

Can I revert to the original information on my New Jersey Certificate of Formation after amending it?

No, once you amend your New Jersey Certificate of Formation, the changes are permanent.

Can I include a reason for the amendment on the form I file with the state of New Jersey?

Yes, you can include a reason for the amendment on the form you file with the state of New Jersey.

Are there any restrictions on what I can amend on my New Jersey Certificate of Formation?

As long as the amendment complies with New Jersey state laws, you can generally amend any information on your Certificate of Formation.

Can a corporation amend its Certificate of Formation to convert to an LLC in New Jersey?

Yes, a corporation can amend its Certificate of Formation to convert to an LLC in New Jersey.

When is the best time to amend my New Jersey Certificate of Formation?

The best time to amend your New Jersey Certificate of Formation is as soon as you realize the need for changes.

Are there any specific requirements for the content of the amendment form for a New Jersey Certificate of Formation?

The amendment form for a New Jersey Certificate of Formation must include the name of the LLC, the date of formation, and the specific changes being made.

Can I amend my New Jersey Certificate of Formation to change the company’s name?

Yes, you can amend your New Jersey Certificate of Formation to change the company’s name.

Can I expedite the processing of my amended New Jersey Certificate of Formation if I need it done quickly?

Yes, you can choose to expedite the processing of your amended New Jersey Certificate of Formation for an additional fee.

Can I amend my New Jersey Certificate of Formation to add or remove business activities?

Yes, you can amend your New Jersey Certificate of Formation to add or remove business activities.

Can I request a copy of my amended New Jersey Certificate of Formation after it has been processed?

Yes, you can request a copy of your amended New Jersey Certificate of Formation from the Division of Revenue and Enterprise Services.

What is the deadline for amending my New Jersey Certificate of Formation once changes occur?

You should amend your New Jersey Certificate of Formation as soon as possible after changes occur to avoid any penalties or fines.

Will amending my New Jersey Certificate of Formation affect my company’s standing with the state?

Amending your New Jersey Certificate of Formation should not affect your company’s standing with the state as long as the changes are properly filed and maintained.

Can I amend my New Jersey Certificate of Formation if I have outstanding tax obligations?

Yes, you can still amend your New Jersey Certificate of Formation even if you have outstanding tax obligations, but it is important to address these issues promptly.

How do I amend my New Jersey Certificate of Formation?

To amend your New Jersey Certificate of Formation, you must file a Certificate of Amendment with the New Jersey Division of Revenue and Enterprise Services.

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In Conclusion

While running a limited liability company in New Jersey, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Certificate of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Certificate of Amendment in New Jersey. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the New Jersey Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.