New Jersey Annual Report: Deadlines, Fees, and Reinstatement

Every corporation, LLC, limited partnership, and limited liability partnership registered in the state must file a New Jersey annual report with the Division of Revenue and Enterprise Services. It’s due by the last day of the month you originally formed or were authorized to do business here, and it costs $75 for most entities or $30 for nonprofits. Miss it, and you fall out of good standing. Miss it two years in a row, and the state can revoke your business.

Who Has to File

The requirement applies to both domestic entities formed in New Jersey and foreign entities authorized to operate here. That covers:

For-profit corporations, including professional corporations that provide licensed services like law or medicine¹
LLCs, including professional LLCs²
Limited partnerships and limited liability partnerships³
Nonprofit corporations, including foreign nonprofits authorized in New Jersey

Sole proprietorships and general partnerships that never formed a separate legal entity are not on the hook. If you only registered a trade name, this filing doesn’t apply to you.

When It’s Due

Your report is due by the last day of the month in which your business was originally formed or authorized. If you incorporated on March 12, your report is due every year by March 31. If you formed an LLC on October 5, it’s due by October 31.⁴

The state does not send reminders. Not getting a notice is not a valid excuse for filing late.⁴ Put the deadline on your calendar.

Filing Fees

Fees are non-refundable and paid at the time you submit.

For-profit corporations: $75⁵
LLCs: $75⁵
Limited partnerships: $75
Limited liability partnerships: $75
Nonprofit corporations: $30⁵

What Information You Need to Provide

The annual report is not a financial statement. You’re confirming or updating the basic details the state already has on file, and the online system pre-populates your existing information so you can review it and correct anything that has changed.

Every entity reports its legal name as registered with the Division, its principal office address, and the name and address of its New Jersey registered agent. The registered agent is the person or company designated to receive legal and tax correspondence for the business.

Beyond that, the requirements branch by entity type. Corporations must list the names and addresses of officers and directors.¹ LLCs must list at least one managing member or manager.² Nonprofits include their trustees. Foreign entities also report the jurisdiction where they were originally formed.

The names and addresses you list become part of the public record. Anyone can search the state’s business records database and see the officers, managers, or registered agent on your filing.

How to File

All annual reports must be filed electronically through the Division of Revenue and Enterprise Services’ online portal. Paper filings are not accepted.⁶

You’ll need your NJ Business Entity Identification Number, which was assigned when you originally registered.⁷ If you can’t find it, look it up through the state’s business name search tool or check a prior filing.

Once you’re in, the system pulls up your current information. Review each field and change anything that’s out of date, including officer names, business address, or registered agent. If you’re swapping in a new registered agent, that agent must consent to the appointment. Handling the change here is the cheapest route; making the same registered agent change outside the annual report costs $25 as a standalone filing, and other amendments filed separately run $75 to $100 depending on entity type.⁵

Payment is by credit card, e-check, or a pre-established depository account. Save the confirmation page. The state does not mail a receipt.

If You Miss the Deadline

Missing a single filing drops your business into delinquent status. You still exist as a legal entity, but you lose good standing. That matters more than it sounds. Banks, licensing agencies, landlords, and potential partners routinely ask for a certificate of good standing before they’ll do business with you, and without it you can find yourself unable to close a deal, renew a professional license, or secure financing.

New Jersey does not charge a separate late fee on the annual report itself. The penalty is your status: you’re out of good standing until you file and pay the standard fee.

Revocation After Two Years

Two consecutive missed years is where things get serious. For corporations, the State Treasurer can revoke the certificate of incorporation after written notice by certified mail.¹ For LLCs, the certificate of formation is transferred to an inactive list, and foreign LLCs can have their authorization revoked outright.²

A revoked or inactive business loses the legal authority to operate. You cannot file lawsuits, enforce contracts, or rely on the liability protections your LLC or corporate structure normally provides. Most owners discover the problem the hard way, when they try to enforce a contract or defend a claim and realize their entity has no standing.

Reinstating a Revoked Business

Reinstatement is possible, but it’s more than filing the overdue report. You start through the same online portal, which walks you through the process.⁸ You must file every past-due annual report and pay the fees for each year.

Reinstatement fees, on top of the back annual reports:

For-profit corporations: $95 ($75 reinstatement plus $20 tax clearance). Foreign corporations pay an additional $25 tax clearance fee to the Division of Taxation.⁹
LLCs: $75⁹
Limited partnerships and LLPs: $75 each
Nonprofit corporations: $150 domestic, $200 foreign⁹

If you’re changing the registered agent as part of reinstatement, add $25.

LLCs on the inactive list for two or more years must obtain a tax clearance certificate before reinstatement.¹⁰ The online system tells you whether tax clearance is required and generates the application. The Division of Taxation reviews your account for outstanding liabilities, and you won’t be reinstated until those are cleared up.⁸ Corporations have a similar tax clearance piece built into their reinstatement fee. Between back-year fees, the reinstatement charge, and any back taxes owed, staying current is dramatically cheaper than catching up.

Charitable Nonprofits Have a Second Filing

If your nonprofit solicits donations in New Jersey, the annual report with the Division of Revenue is only half the picture. Charitable organizations must also register with the Charities Registration and Investigation Section of the Division of Consumer Affairs and file an annual renewal covering fundraising activity. That renewal is due within six months after the close of your fiscal year, and organizations with gross revenue above $500,000 must submit a certified audit as well.

These are two separate filings with two different agencies on two different deadlines. Filing one does not satisfy the other.

1
Justia. New Jersey Revised Statutes Title 14A – Section 14A:4-5 – Annual Report to State Treasurer
2
Justia. New Jersey Revised Statutes Section 42:2C-26 – Annual Report for Filing Office
3
NJ Portal / Division of Revenue. New Jersey Annual Report Filing FAQ
4
Business.NJ.gov. Taxes and Annual Report
5
State of NJ – NJ Treasury – DORES. Registry Fee Schedules
6
State of New Jersey. State of New Jersey Online Annual Report
7
State of New Jersey. State of New Jersey Online Annual Report
8
State of NJ – Department of the Treasury – Division of Revenue. Reinstate a Revoked or Voided Business
9
State of NJ – Department of the Treasury. Reinstatement Fees
10
Justia Law. New Jersey Revised Statutes Section 42:2C-54 – Reinstatement Following Administrative Dissolution