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New Jersey asks every LLC to keep two things inside the state: an office and an agent for service of process. The agent must be an individual who is a New Jersey resident, or another person with authority to transact business in New Jersey. A company registered with the state can fill the role. The rule is N.J.S.A. 42:2C-14, part of the Revised Uniform Limited Liability Company Act, which you can read as enacted in P.L.2012, c.50. For searches, fees and annual reports, see our New Jersey business guide.
The statute mostly says "agent for service of process". The fee table at the Division of Revenue and Enterprise Services (DORES) says "registered agent". Both terms mean the same role.
The three parts of section 42:2C-14
- Domestic LLCs. A New Jersey LLC must designate and continuously maintain an office in the state and an agent for service of process. The office need not be a place where the company does business.
- Foreign LLCs. A company formed elsewhere that holds a New Jersey certificate of authority has the same duty.
- Who qualifies. An individual resident of New Jersey, or another person with authority to transact business in the state.
There is no separate test for members or managers. That means you can act as your own agent if you live in New Jersey. If you live in another state, you need someone who meets the test. An attorney can confirm unusual cases, such as a trust or a partnership acting as agent.
The registered office
A statement of change asks for the street and mailing addresses of the registered office (N.J.S.A. 42:2C-15). The service rules also refer to finding the agent at the agent's street address. So plan on a real New Jersey street address where papers can be handed over, not just a mailing address.
What the agent is for
Under N.J.S.A. 42:2C-17(a), the agent receives any process, notice or demand that the law requires or permits to be served on the company. In practice that is lawsuits, subpoenas and similar papers. The agent's job is to get them to you quickly.
Changing your agent or office
You file a statement of change with the filing office. Section 42:2C-15 says it must contain:
- the company name;
- the street and mailing addresses of the current registered office;
- the new office addresses, if the office is moving;
- the name and addresses of the current agent;
- the new agent's details, if the agent is changing.
The statement takes effect when it is filed. It counts as an amendment to your certificate of formation or certificate of authority, so you do not file a second amendment. DORES takes these filings through its Business Charter Amendment Service.
An agent that moves can also change the registered office for every LLC it serves in one statement, after giving those companies prior notice. If the agent's name changes, the agent files the statement.
The DORES fee schedule lists:
| Filing | Fee |
|---|---|
| LLC change of registered office or agent, or both | $25 |
| Corporation change of registered office or agent, or both | $25 |
For LLCs, the $25 line also covers an agent resigning without a successor.
Resignation and the no agent rule
An agent resigns by filing a statement of resignation with the company name (N.J.S.A. 42:2C-16). The filing office sends a copy to the registered office, and to the principal office if its address differs. The agency ends on the 31st day after the filing, or sooner if a new agent is designated first. Use that window to name a replacement.
If an LLC has no agent, or the agent cannot be found with reasonable diligence at its street address, the filing office becomes the company's agent (N.J.S.A. 42:2C-17(b)). A party serves the state office with duplicate copies. The office forwards one copy to the company's registered or principal office. That copy may go to an old address, and the case keeps going while it does. Keeping a working agent on file is the simple fix.
Finding the agent of a New Jersey company
DORES lets you browse business names free of charge. Type the name exactly, because spacing and punctuation change the results. The state's bulk status data lists the registered agent and office for each record, and a single status report costs $5. Our registered agent lookup guide covers what to do when the agent on file looks out of date. The registered agent overview compares other states, and foreign LLC registration covers companies formed elsewhere that need a New Jersey agent.
Forming a new company? See how to start an LLC in New Jersey.