Every New Jersey LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.
New Jersey LLC Operating Agreement (Member-managed)
New Jersey LLC Operating Agreement (Manager-managed)
What is a New Jersey LLC Operating Agreement?
A New Jersey LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.
Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.
What should be included in LLC Operating Agreements?
Basic Information
Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your New Jersey LLC Certificate of Formation. Operating Agreements should include:
- LLC Name
- LLC effective date
- New Jersey Registered Agent (if applicable)
- purpose of your LLC
- duration of your LLC
- and how your LLC will be taxed
Related Reading: Is a Registered Agent a Member of an LLC?
LLC Ownership
Your Operating Agreement will list all the LLC’s Members and how much of the Limited Liability Company they each own.
How much of the LLC someone owns is called their “LLC Membership Interest”.
LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).
Initial Capital Contributions (putting money into your LLC)
After your LLC is approved, you should open an LLC bank account and put money into that account.
Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.
You will list the initial capital contributions in your LLC’s Operating Agreement.
Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.
- Related article: To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.
Statement about taxes
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
- LLC taxed as a Sole Proprietorship
- LLC taxed as a Partnership
- LLC taxed as an S-Corporation
- LLC taxed as a C-Corporation
Voting Rights of LLC Members
The rules of membership voting will be spelled out in your New Jersey LLC’s Operating Agreement.
If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.
If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).
However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).
Make sure all LLC Members have a copy
Once you finalize your Operating Agreement, make sure all the Members have a copy.
We recommend keeping a copy of the Operating Agreement with your LLC business records.
Operating Agreement FAQs
Is an Operating Agreement required for an LLC in New Jersey?
As per Section 42:2C-11 of the New Jersey LLC Act, an Operating Agreement isn’t required for an LLC under New Jersey law.
But while it’s not required in New Jersey to conduct business, we strongly recommend having an Operating Agreement for your LLC.
Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.
Why should an LLC with only one Member still have an Operating Agreement?
It’s best to have a written Operating Agreement, even if you are the sole Member of your New Jersey LLC (a Single-Member LLC).
If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. That confirms the company’s limited liability status, and that is what protects you from personal liability for company debt.
Does a Multi-Member LLC need an Operating Agreement?
It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This document will spell out ownership percentages, profit distribution, and management responsibilities.
If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.
Do I have to send my Operating Agreement to the state?
No, you don’t have to send your Operating Agreement to the New Jersey Department of State, or any other government agency.
Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.
The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.
However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.
Additionally, you may also need to show this document to:
- financial institutions when you open a business bank account
- financial institutions if you apply for a loan for the LLC
- a title company if your LLC is buying real estate
Does my LLC Operating Agreement need to be notarized?
No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.
Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document.
Can I write my own Operating Agreement?
Yes, but we recommend using an Operating Agreement template.
A New Jersey Operating Agreement is a legal document. You don’t have to hire an attorney to write one, though. Using a template helps make sure you cover everything you need to.
LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.
How do you write a simple Operating Agreement?
If you wanted to write simple New Jersey LLC Operating Agreements without using a template, you could. You’d need to check with the New Jersey LLC Act to make sure it meets all the requirements.
For example, at a minimum, you’d want your New Jersey LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.
However, there is a lot more information that is important to document about your LLC.
It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.
What is the difference between an LLC and an Operating Agreement?
Limited Liability Companies (LLCs) are business entities. Said another way, an LLC is a type of business structure. An LLC is a legal business entity that you form by filing a document called the Certificate of Formation with the state.
An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.
Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.
New Jersey state law allows you to have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.
How do I set up an LLC in New Jersey?
Here are the steps to starting an LLC in New Jersey:
- Choose an LLC name and make sure it’s available
- Choose who will be your New Jersey Registered Agent
- File the New Jersey LLC Certificate of Formation
- Get a Tax ID Number (EIN) from the Internal Revenue Service
- File the New Jersey LLC Registration with the Division of Taxation
- Complete and sign an LLC Operating Agreement
- Research business license requirements
- Open an LLC bank account
References
New Jersey LLC Act
IRS: Paying Yourself
New Jersey Business Action Center: Guide to Doing Business in NJ
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
New Jersey LLC Guide
Looking for an overview? See New Jersey LLC
Is a husband and wife LLC in NJ consider a single member Or partnership? Please help to find the resource to confirm this. Thanks!
Hi Kim, at the state-level, it is a Multi-Member LLC. For tax purposes, your Multi-Member LLC is taxed as a Partnership. This is because New Jersey is not a community property state. We cover this in more detail here: Qualified Joint Venture LLC.
If you don’t want the husband wife LLC to be taxed as a Partnership. do you just keep it as a one-member LLC in wife name and just add the husband as a manager to run the business?
Hi Nitin, I just replied to your other comment. This could certainly be done. However, if you’re really actually an owner (or want to be), I wouldn’t be afraid of being taxed as a Partnership. An accountant would typically only charge a little bit more to handle the 1065 Partnership Return and K-1s.
Hi, please let me know if a non-resident or foreigner can be a partner/member in LLC in New Jersey. Is there any restriction, if yes please do refer me a relevant law.
Regards
Hi Zahida, yes, non-US residents can own New Jersey LLCs. Here is some other helpful info:
You are amazing for making available to anyone! Very helpful.
Many, many thanks!!
Thank you Chad! You’re very welcome :)