One way that a company can be structured is a limited liability partnership (LLP). This business structure is very similar to a general partnership. There must be at least two owners forming the LLP, and these people are known as partners. Each partner shares in the profits of the LLP and has an active role in managing the company. Unlike a general partnership, however, individual partners in an LLP have limited liability with regard to the company. The partners are not personally liable for the misconduct of others involving the LLP, and only their investment in the company is at risk in the event that something bad happens.
In order for a company to be recognized as an LLP in New Jersey, it must satisfy several requirements set forth in the New Jersey Limited Liability Partnership Act. First, the partners of the company must vote to become an LLP. Additionally, any company seeking to be an LLP in New Jersey must file certain paperwork with the New Jersey Department of Treasury’s Division of Revenue and Enterprise Services. An LLP must also have either an office in New Jersey or a registered agent who is capable of receiving service of process on behalf of the company. The agent can be anyone over the age of 18 or any corporation that is properly registered to do business in the state. Finally, an LLP must have a name that ends with “L.L.P.” or “Limited Liability Partnership.”
As previously stated, a company is not allowed to operate as an LLP in New Jersey unless it files certain paperwork with the Division of Revenue and Enterprise Services of the Department of the Treasury of New Jersey. You may file the paperwork online, via the mail, or in person at the Division of Revenue and Enterprises Services’ Corporate Filing Unit’s office. The paperwork that one must file is the Public Records Filing for New Business Entity. In order to complete the Public Records Filing, you will need to provide:
- The LLP’s name
- A short description of the kind of business in which the LLP plans to engage
- An indication if the LLP is domestic, meaning that it has not registered in another state yet, or foreign, meaning that it has registered in another state already
- The street address for the LLP’s main office
If the LLP’s main office is outside of New Jersey, then you will need to provide the name of your registered agent and the street address for their office. You will also need to put down where the LLP was first registered if it is a foreign LLP. Also, before you can submit the form, you will need to have at least one of the partners of the LLP sign it.
New Jersey offers a number of programs to help companies thrive. One such program is the New Jersey Business Action Center, which offers services such as mentoring assistance and referrals to financial programs. Another program is the Urban Enterprise Zone for companies located in specific areas on the state, which offers a number of financial benefits such as subsidized unemployment insurance costs for certain employees and tax exemptions on items such as capital equipment.
If a company wishes to remain as an LLP in New Jersey, then it is required to file an annual report with the New Jersey Secretary of State and pay a filing fee of $50 to file the report. Otherwise, an LLP that fails to file the annual report will face a revocation of their registration with the state.
Setting up an LLP can be complicated, and you may need assistance when going through the process. Thus, it may be in your best interest to talk to a New Jersey business lawyer about the matter. A lawyer can help you figure out what you need to do to start your LLP.