Does New Jersey Allow Series LLCs?
No. New Jersey does not permit series LLCs. Under N.J.S.A. 42:2C-18, the state's LLC statute contains no provision for series structures where a single LLC establishes multiple separate series with distinct assets, liabilities, and members. You must form separate, independent LLCs if you need liability compartmentalization.
Standard LLC Formation in New Jersey
New Jersey allows only traditional single-series LLCs. To form one, file a Certificate of Formation with the Division of Revenue and Enterprise Services. The filing fee is $125 for standard processing (1–5 business days). Expedited service costs an additional $25 for 8.5-hour processing.
Your Certificate of Formation must include your LLC name, business purpose, registered agent name and New Jersey office address, principal business address, and an authorized representative's signature. You may have a single member or multiple members. Foreign owners are permitted.
Alternatives to Series LLCs
Multiple Standard LLCs
Form separate LLCs for each business line. Each operates independently with complete liability isolation. The trade-off: separate tax identification, accounting, and compliance filings per entity.
Parent-Subsidiary Structure
Establish a parent LLC that owns subsidiary LLCs. This centralizes management while maintaining liability barriers between operating divisions. Each subsidiary files its own Certificate of Formation and pays the $125 filing fee.
Corporation
New Jersey permits business corporations, which may suit multi-division operations requiring significant capitalization. Corporations involve greater compliance requirements than LLCs.
Key Points
- New Jersey LLC statute (N.J.S.A. 42:2C-1 et seq.) does not authorize series structures.
- All New Jersey LLCs receive charging order protection—creditors cannot seize membership interests directly; they receive only a charging order entitling them to distributions.
- If a series LLC is essential to your business plan, you may form a series LLC in Delaware or Illinois and register it as a foreign LLC in New Jersey, though this adds complexity and cost.
Next Steps
- Determine whether you need multiple separate entities or a single LLC.
- File individual Certificates of Formation through Business.NJ.gov for each LLC you need.
- Designate a New Jersey registered agent and office address for each LLC.
- Consult a New Jersey business attorney for complex multi-entity structures.
This is general information, not legal advice.