New Jersey Foreign LLC Registration

What triggers foreign qualification in New Jersey?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in New Jersey

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in New Jersey.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

New Jersey's Revised Uniform Limited Liability Company Act, codified at Title 42 Chapter 2C, lists activities that do not constitute transacting business at Section 42:2C-59 ('Activities not constituting transacting business'). Section 42:2C-58 is the corresponding application requirement.