New Jersey: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

New Jersey requires every LLC to file an annual report. The statute, N.J.S.A.
42:2C-26(a), directs that "each domestic and foreign limited liability company shall file
an annual report with the filing office" — so both a New Jersey LLC and an out-of-state
(foreign) LLC registered to do business here owe the same yearly filing. The "filing
office" is the Division of Revenue and Enterprise Services (DORES) in the Department of the
Treasury.

Frequency and first report

The report is annual. The LLC Act does not set a separate first-report deadline the way
some states do (no "within 90 days of forming" rule); the report simply comes due each year
in the LLC's anniversary month. Because the due date is anniversary-based, the first annual
report lands in that month in the calendar year after formation — an LLC formed in March
2025 files its first report by the end of March 2026, then every March after that.

Due date and filing window

The report is due by the last day of the LLC's anniversary month — the Division of
Revenue describes it as "the last day of the month, in the month in which you completed your
business formation." So an LLC formed on March 12 must file by March 31 every year. Two
things worth underlining from the agency's own text: the duty "falls on the business, even
if you fail to receive any notification from the State," and New Jersey does not grant
extensions. If you manage several entities, each one carries its own anniversary-month
deadline.

Filing office and method

Filing is with DORES, done online through the state's business portal
(njportal.com/DOR/annualreports). There is no paper annual-report track promoted by the
state; the online filing lets you confirm or update the registered agent, registered
office, and principal business address in one step.

Required information

Section 42:2C-26(a) lists exactly what the report must contain: (1) the name and address of
the LLC; (2) the name and address of the registered agent; and (3) the names and addresses
of the managing members or managers. It is a short filing — in most years it amounts to
confirming that the agent and addresses on file are still correct, or updating them if they
have changed.

Filing fee and related charges

The fee is $75 (New Jersey Division of Revenue fee schedule, as of July 16, 2026). The
online portal adds a small payment-processing charge — about $3 by credit card or $0.50 by
eCheck — on top of the state fee. Keep the $75 report fee separate from New Jersey's
business taxes: the corporation business tax, the gross-income tax reported by members
of a multi-member LLC, and sales tax are administered by the Division of Taxation and are
not part of the annual report.

Late fee and delinquency

This is where New Jersey differs from the fixed-date states. There is no per-year late
fee, and a single missed report does not cost you your good standing on its own. The
statutory consequence is reserved for the LLC that files no annual report "for two
consecutive years." At that point a domestic LLC's certificate is transferred to an
inactive list, and — subject to any other rights the company has in its name — its name
"be[comes] available for use by any other limited liability company." A foreign LLC's
certificate "may be revoked by the filing office" (N.J.S.A. 42:2C-26(b)).

Dissolution, reinstatement, and cure

Being placed on the inactive list is New Jersey's version of administrative dissolution, but
with a softening detail: an inactive domestic LLC "shall remain a limited liability company"
and the limited liability of its members and managers "shall not be affected." What it loses
is good standing — the ability to get the clean certificate that banks, buyers, and courts
ask for. The route back is reinstatement by proclamation of the filing office upon
paying "all fees due ... consisting of a reinstatement filing fee, current annual report fee
and all delinquent annual report fees." The reinstatement-of-charter filing fee is $75, and
you owe the $75 annual-report fee for every year you skipped. Reinstatement "relates back"
and validates actions taken while inactive, so the gap is cured — but if another company
grabbed your name while you were off the active rolls, you must first amend your certificate
to an available name.

What trips people up

• "One missed year revokes my LLC." It does not. New Jersey's serious consequence is
  triggered only after two consecutive missed annual reports (N.J.S.A. 42:2C-26(b)).
  One missed year is cheap to cure — there is no late fee — but do not let it become two.
• Waiting for a bill or reminder. The Division of Revenue does not have to notify you.
  The duty "falls on the business, even if you fail to receive any notification from the
  State," and there are no extensions. Calendar your own anniversary month.
• Confusing the $75 report with New Jersey taxes. The annual report ($75, Division of
  Revenue) keeps your registered-agent and address record current. It is not a tax return.
  The corporation business tax, member gross-income tax, and sales tax are separate
  obligations to the Division of Taxation.
• Assuming the inactive list ended the company. A domestic LLC on the inactive list
  still exists and still shields its members — but it has lost good standing, and its name
  is up for grabs. If someone else registers your name before you reinstate, you will have
  to rename the LLC as part of getting reinstated.

Common questions

When exactly is my New Jersey LLC's annual report due?
By the last day of your anniversary month — the month you formed the LLC — every year. Form
in March, and the report is due each March 31.

Is there a penalty if I file a few weeks late?
New Jersey has no per-year late fee, so a briefly late single filing is low-cost to fix. The
real risk is missing two years in a row, which moves a domestic LLC to the inactive list and
can revoke a foreign LLC (N.J.S.A. 42:2C-26(b)).

My LLC was moved to the inactive list — is it gone?
No. It "shall remain a limited liability company," and your personal liability shield is
unaffected. But it is out of good standing until you reinstate by paying a $75 reinstatement
fee plus the $75 annual-report fee for each year you missed. If your name was taken in the
meantime, you must rename to an available name first.

Does reinstating fix everything?
It restores the LLC and validates what it did while inactive, but it does not erase back
taxes, bring back a lapsed license, or undo contract or lawsuit problems that arose while the
company was off the active rolls.

Statutes and sources

• N.J.S.A. 42:2C-26 — the LLC annual-report statute: the report obligation for domestic
  and foreign LLCs, its three required contents, the two-consecutive-year inactive-list /
  revocation consequence, and reinstatement by proclamation on payment of the reinstatement
  fee plus current and delinquent report fees. New Jersey Legislature statutes portal,
  updated through P.L.2025, c.346 (source note: L.2012, c.50, s.26; amended 2019, c.149,
  s.10).
  https://lis.njleg.state.nj.us/nxt/gateway.dll?f=templates&fn=default.htm&vid=Publish:10.1048/Enu (accessed 2026-07-16)
• N.J. Division of Revenue and Enterprise Services — annual report — official statement
  of the $75 fee, the last-day-of-anniversary-month due date, the business's duty to file
  without state notice, and revocation for failure to file.
  https://business.nj.gov/pages/filings-and-accounting (accessed 2026-07-16)
• N.J. Division of Revenue and Enterprise Services — LLC fee schedule — official fee
  amounts: $75 annual report and $75 reinstatement of charter.
  https://www.nj.gov/treasury/revenue/fees.shtml (accessed 2026-07-16)