How to Reinstate a New Jersey LLC

Why New Jersey Would List an LLC As Inactive

New Jersey places an LLC on its inactive list when it does not file annual reports for two consecutive years. The filing office may also do so when the LLC does not pay a fee or penalty due to it within 60 days after the due date.

When the filing office acts under its administrative action procedure, the LLC has 60 days after the notice is served to correct each ground or show that it does not exist. The annual report statute also transfers an LLC to the inactive list once two consecutive annual reports are missing.

How Long You Have to Reinstate

We have not confirmed whether New Jersey sets a deadline for reinstatement, so do not assume there is time to wait; check with the New Jersey Division of Revenue and Enterprise Services as soon as you can.

How to File

You file an application for reinstatement with the New Jersey Division of Revenue and Enterprise Services. Go to New Jersey's filing page.

What It Costs

The reinstatement fee is $75.

The LLC must pay the current annual report fee and every delinquent annual report fee, and file a change of registered agent or office where one is needed.

New Jersey may require a tax clearance from the New Jersey Division of Taxation. A tax clearance certificate is required when the reinstatement is filed two or more years after the LLC was placed on the inactive list.

Registered Agent Options

If your LLC's registered agent has changed, resigned or lapsed, ask the filing office named above whether New Jerseywants that updated as part of reinstatement. You do not have to buy a service for it: in most states the LLC's owner, or another individual who qualifies, may serve as its registered agent themselves, generally subject to that state's rules on keeping a street address in the state and being available there during normal business hours. A paid service is one option and not the only one. The New Jersey registered agent requirements set out what New Jersey itself asks.

What Reinstatement Does

Under New Jersey's law, a reinstated LLC continues as if it had never been listed as inactive.

If another business has taken the LLC's name in the meantime, the LLC needs a name that is still available to reinstate.

Worth Knowing in New Jersey

New Jersey's statute says an LLC on the inactive list remains a limited liability company and that the limited liability of its members and managers is not affected by the transfer. While inactive, it may carry on only the activities needed to wind up and to notify claimants.

More for New Jersey LLCs

• New Jersey LLC annual report, to keep the LLC in good standing once it is reinstated.
• New Jersey annual report late fee, for what a late report costs before it comes to dissolution.
• New Jersey certificate of good standing, to prove the LLC is active again.
• How to dissolve an LLC in New Jersey, if you would rather close the LLC properly than reinstate it.
• Annual report deadline finder, to see when the next report is due.