New Jersey LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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New Jersey rules that this document follows

LLC statuteNew Jersey Revised Uniform Limited Liability Company ActSource: N.J.S.A. § 42:2C-1 et seq.
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: N.J.S.A. §§ 42:2C-2, 42:2C-11 (oral, implied, in a record, or any combination)
Formation fee$125.00
Annual report$75.00 — Annual report due by end of anniversary monthSource: N.J.S.A. § 42:2C-26
State LLC / franchise taxPartnership filing fee $150 per member (N.J.S.A. § 54A:8-6(b)) for LLCs with 2+ members and NJ-source income
Charging order exclusive remedy (SMLLC)unclearSource: N.J.S.A. §§ 42:2C-37 (majority of members), 42:2C-34 (equal shares), 42:2C-43 (charging order exclusive; foreclosure permitted)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in New Jersey

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in New Jersey?

Not by statute (N.J.S.A. §§ 42:2C-2, 42:2C-11 (oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in New Jersey?

Annual/periodic report: $75.00 (Annual report due by end of anniversary month; N.J.S.A. § 42:2C-26). Partnership filing fee $150 per member (N.J.S.A. § 54A:8-6(b)) for LLCs with 2+ members and NJ-source income.

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.