What are the penalties for late LLC filing in New Jersey?

New Jersey does not impose per-day monetary penalties for late annual reports. Instead, if your LLC fails to file annual reports for two consecutive years, the Division of Revenue and Enterprise Services will place your entity on inactive status or revoke your authority to do business in the state under N.J.S.A. 42:2C-26. Reinstatement requires filing all delinquent reports and paying a $75 reinstatement fee, plus a $25 registered-agent change fee if applicable.

How the Two-Year Rule Works

Your annual report is due by the last day of your anniversary month each year. Missing one year does not trigger penalties. However, if you miss filings in two consecutive years, New Jersey will administratively dissolve or revoke your LLC's authority. Once placed on inactive status, your LLC cannot legally conduct business, sue, or contract in New Jersey.

Reinstatement Requirements

To restore your LLC after two consecutive missed filings:

File all delinquent annual reports through New Jersey's online portal at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome
Pay the $75 reinstatement fee
Pay an additional $25 registered-agent change fee if your registered agent or office address has changed

Each delinquent report must include your business name, New Jersey business ID, mailing address, employer identification number, registered agent information, and principal business address.

Filing Deadline

Annual reports are due by the last day of your LLC's anniversary month each year (N.J.S.A. 42:2C-26). The first report is due by the last day of the month in the year after formation that matches your formation month.

Key Takeaway

New Jersey's penalty system is binary: comply annually, or face administrative dissolution after two missed years. There is no graduated fine structure. The best strategy is to file your $75 annual report on time each year to avoid reinstatement costs and business interruption.

Contact Information

File online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome or contact the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services at (609) 292-9292 or visit https://www.nj.gov/treasury/revenue/.

This is general information, not legal advice.