New Jersey: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

N.J. Stat. § 42:2C-1 names the Revised Uniform Limited Liability Company
Act. New Jersey uses agent for service of process and defines the
company's maintained location as the registered office.

Continuous designation duty

N.J. Stat. § 42:2C-14 requires a domestic LLC to designate and continuously
maintain both an office and agent in New Jersey. The office does not have to be
a place where the LLC carries on its activities.

The obligation begins in the formation document. Under § 42:2C-18, the signed
certificate states the initial office's street and mailing addresses and names
the initial agent at that office.

Eligible individual

An individual agent must be a New Jersey resident under § 42:2C-14(c). The Act
states no separate minimum age, citizenship, member status, or fixed office-
hours qualification.

A member, manager, owner, or employee may serve only by independently fitting
the resident-individual rule.

Eligible entity and self-service

The entity route is broad. Section 42:2C-14(c) allows another person with
authority to transact business in New Jersey. Section 42:2C-2 defines person to
include corporations, LLCs, partnerships, trusts, associations, and other legal
or commercial entities.

The statute contains no exclusion for the represented LLC. That means New
Jersey does not impose the express self-agent ban found in some states, although
the certificate still must identify a real New Jersey office and agent name.

Registered office, address, and hours

The office must be in New Jersey but may be separate from the LLC's activity
site. Sections 42:2C-15 and 42:2C-18 require both street and mailing
addresses. A P.O. box alone cannot supply the street-address field, while the
mailing address may differ.

The Act states no fixed nine-to-five or other daily availability window. That
kind of schedule should not be imported from commercial-agent advertising.

Consent and initial filing

Section 42:2C-18(a) requires the organizer to sign and deliver the certificate.
Subsection (b) requires the office addresses and agent name. It does not add a
separate agent signature, consent, acknowledgment, or acceptance filing.

The absence of a separate filed consent does not authorize naming an unwilling
person; it describes only the statutory filing contents.

Change, resignation, and replacement

The LLC changes its office, agent, or agent address through a § 42:2C-15
statement containing the current and new information. The filing is effective
when filed. An agent may move the registered office to another New Jersey
address after prior notice to each represented LLC and a filing listing the
affected companies.

An agent resigns by filing a statement that names the company and states the
resignation. The filing office sends a copy to the registered office or a
different recorded principal-office mailing address. Under § 42:2C-16(c), the
appointment ends on the earlier of an effective replacement filing or the
31st day after the resignation is filed.

Agent duties and service

Section 42:2C-17(a) makes the private agent the recipient for process, notices,
and demands. The Act does not state a separate private-agent forwarding
deadline or damages rule.

The filing office has an express forwarding duty when it receives fallback
service: one duplicate copy goes to the registered office or, when different
and recorded, the principal office.

Lapse consequences and fallback service

The core agent provisions state no separate fine, delinquency period, or
administrative dissolution solely because the agent lapses. Instead,
§ 42:2C-17(b) makes the filing office the automatic agent when the LLC does not
appoint or maintain an agent or reasonable diligence cannot find the agent at
the street address. No court order is required by this section.

The serving party delivers duplicate copies. Service becomes effective at the
earliest of company receipt, the signed-return-receipt date, or five days after
proper postal deposit.

What trips people up

The address fields are not interchangeable. The certificate needs a street
address and a mailing address. A mailing address does not replace the physical
street field.

Resignation runs through day 31. Filing the resignation starts the period;
the appointment ends sooner only if a replacement designation becomes
effective.

Fallback service is automatic, not court-ordered. Once the no-agent or
reasonable-diligence condition exists, the filing office itself is the
statutory service agent.

Common questions

Can a member be the agent? Yes, if the member is an individual New Jersey
resident. Membership alone is not the qualification.

Can the office be somewhere the LLC does no business? Yes. Section
42:2C-14(a) says the office need not be a place of the LLC's activity in New
Jersey.

When is filing-office service complete? At the earliest of actual company
receipt, a signed return-receipt date, or five days after properly addressed and
stamped postal deposit under § 42:2C-17(d).

Statutes and sources

• N.J. Stat. §§ 42:2C-1, -2, and -14 — Act name, person and registered-
  office definitions, continuous office/agent duty, and eligibility.
  https://pub.njleg.gov/bills/2012/PL12/50_.PDF (accessed 2026-07-27)
• N.J. Stat. §§ 42:2C-15 to -17 — company and agent changes, filing
  effectiveness, resignation, direct service, filing-office fallback, forwarding,
  and completion timing.
  https://pub.njleg.gov/bills/2012/PL12/50_.PDF (accessed 2026-07-27)
• N.J. Stat. § 42:2C-18 — organizer signature and initial certificate's
  office and agent fields.
  https://pub.njleg.gov/bills/2012/PL12/50_.PDF (accessed 2026-07-27)