To file an NJ Certificate of Amendment, submit Form C-102A (for corporations) or Form L-102 (for LLCs) to the New Jersey Division of Revenue and Enterprise Services online, by mail, or in person in Trenton, along with a filing fee of $75 for corporations or $100 for LLCs.1Division of Revenue and Enterprise Services. Registry Fee Schedules Before you file, your board and shareholders (or LLC members) must approve the change under your governing documents. The amendment takes effect on the filing date unless you specify a later effective date, up to 90 days out.
When You Need to File
Any change to information in your original formation documents on file with the state calls for a Certificate of Amendment. New Jersey law lets a corporation amend its certificate of incorporation in virtually any respect, so long as the amended version could have been lawfully filed as an original.2Justia. New Jersey Code 14A:9-1 – Amendment of Certificate of Incorporation LLCs can likewise amend their certificate of formation at any time.3FindLaw. New Jersey Statutes 42:2C-19
Common triggers include a legal name change, changes to stock structure (authorized shares, new classes, par value, shareholder rights), a change in business purpose, or a change in the registered agent or office.2Justia. New Jersey Code 14A:9-1 – Amendment of Certificate of Incorporation
For LLCs, this is not just permitted, it’s mandatory when facts change. New Jersey law requires members or managers to promptly amend the certificate of formation whenever they become aware that filed information has become inaccurate.3FindLaw. New Jersey Statutes 42:2C-19 If your LLC’s certificate says something that’s no longer true, you have an affirmative duty to fix it.
Get Internal Approval First
Filing without proper authorization is one of the most common reasons an amendment gets challenged after the fact. Handle the internal process before you touch the state forms.
Corporations
For most corporate amendments, the board approves the proposed change and then directs it to a shareholder vote. Shareholders entitled to vote must receive written notice describing the amendment, and it passes with a majority of votes cast. If any class or series of shares is entitled to vote separately as a class, you also need a majority within that class.4Justia. New Jersey Code 14A:9-2 – Procedure to Amend Corporations organized before January 1, 1969 need a two-thirds supermajority instead of a simple majority.
Your certificate of amendment has to document all of this. It must state the date shareholders adopted the amendment, the number of shares entitled to vote, and the actual vote count for and against.5New Jersey Division of Revenue. Certificate of Amendment to the Certificate of Incorporation If the amendment involves exchanging, reclassifying, or canceling issued shares, you must also describe how that exchange will work.
LLCs
LLC amendments are governed by your operating agreement. Check the amendment clause to confirm the required threshold, commonly a majority of members but sometimes higher. Changes to ownership, capital contributions, management structure, or business scope generally need a written amendment to the operating agreement signed by the required percentage.
The state filing itself is more compact. It must include the company’s name, the date the certificate of formation was originally filed, and the specific changes being made.3FindLaw. New Jersey Statutes 42:2C-19
Changing the Business Name
A name change adds one step: confirming the new name is available. New Jersey requires a corporate name to be distinguishable on state records from all other domestic and foreign corporations, limited partnerships, and any names subject to a current reservation or registration.6Justia. New Jersey Code 14A:2-2 – Corporate Name The name also cannot imply the company is organized for a purpose outside what the certificate allows, and it must include “Corporation,” “Company,” “Incorporated,” or an abbreviation like “Inc.” or “Ltd.”
Run a free name availability search through the Division of Revenue’s tool at njportal.com before filing. Skipping the check is a reliable way to lose your filing fee to a rejection.
How to File and What It Costs
Corporations use Form C-102A. LLCs use Form L-102. Both can be filed through the Division of Revenue and Enterprise Services’ Business Charter Amendment portal, by mail, or in person.7New Jersey Division of Revenue and Enterprise Services. Business Charter Amendment Service
Filing fees:
- Corporations (for-profit and nonprofit): $75
- LLCs: $1001Division of Revenue and Enterprise Services. Registry Fee Schedules
Online submissions accept credit card payments. Mailed filings require a check or money order payable to the Treasurer, State of New Jersey. In-person filings go to the Division of Revenue’s service area at 33 West State Street, 5th floor, Trenton. A secure drop box in the ground-floor lobby is checked daily if you need to drop off filings outside service hours.8NJ Treasury. DORES – In-Person Service Area Open for Business
Online filings process faster than mailed submissions. Expedited service is available for over-the-counter transactions at additional cost, with tiers ranging from same-day to one-hour depending on the filing type.1Division of Revenue and Enterprise Services. Registry Fee Schedules If a deadline is driving the filing, in-person expedited service is your fastest route.
Once the state accepts the filing, you’ll receive a stamped copy confirming the amendment. Keep it with your corporate records. Banks, licensing agencies, and anyone else who needs proof of the change will ask for it.
When the Amendment Takes Effect
A corporate amendment becomes effective on the date the Division files it, unless you specify a later effective date in the certificate. New Jersey allows delayed effectiveness of up to 90 days from the filing date, useful when you need to line a name change up with a lease, a contract closing, or a licensing renewal. LLCs follow the same rule: effective on filing unless a later date is written into the certificate.
State any future effective date clearly on the filing. An amendment without a specified date takes effect immediately upon acceptance.
Common Reasons Filings Get Rejected
Rejections happen more often than most business owners expect, and the causes are usually preventable.
Name conflicts are the top problem. If you’re changing the name and the new one isn’t distinguishable from an existing entity on state records, the filing gets denied.6Justia. New Jersey Code 14A:2-2 – Corporate Name Run the name search first. Make sure the name also includes a required designator like “Inc.” or “LLC.”
The wrong entity name on the filing is another frequent issue. The name on your amendment must exactly match the name currently on file with the state, punctuation and spacing included. If the company has already changed its name once before, use the current legal name, not the original.
Missing approval documentation trips up corporations most often. The certificate must include the shareholder vote count, the adoption date, and the number of shares entitled to vote.4Justia. New Jersey Code 14A:9-2 – Procedure to Amend Blank fields get the filing bounced.
The wrong fee amount produces an immediate denial. Pay the right amount for your entity type, and don’t confuse amendment fees with correction fees or annual report fees.
Fixing Errors After a Filing Is Accepted
If you discover an error in an amendment the state has already accepted, you file a Certificate of Correction. Corporations use Form C-152; LLCs use Form L-108.9New Jersey Division of Revenue. Certificate of Correction10New Jersey Division of Revenue. Certificate of Correction – Limited Liability Company The correction must identify the specific article that contained the error and provide the corrected language.
Correction fees are separate from amendment fees. Corporations pay $50 for a Certificate of Correction; LLCs pay $100.1Division of Revenue and Enterprise Services. Registry Fee Schedules A correction fixes a deficiency in a filed certificate, not a new substantive change. If what you actually need is a different amendment altogether, file a new Certificate of Amendment and pay the full amendment fee.
After the State Filing: IRS and Other Records
Filing with New Jersey does not notify federal agencies. If the amendment changes the company’s legal name, you have to tell the IRS separately. Corporations check the name-change box on the next Form 1120 (Page 1, Line E, Box 3) or Form 1120-S (Page 1, Line H, Box 2). If you’ve already filed the current year’s return, notify the IRS by letter sent to the address where the return was filed, signed by a corporate officer.11Internal Revenue Service. Business Name Change Partnerships report name changes on Form 1065 (Page 1, Line G, Box 3).
Most amendments do not require a new Employer Identification Number. You keep your existing EIN for a name change, a reorganization that changes only identity or location, or an S corporation election. You do need a new EIN if you change entity type entirely, such as converting a corporation to a partnership or dissolving an LLC and forming a new corporation.12Internal Revenue Service. When to Get a New EIN A stock structure amendment or a name change keeps your EIN intact; merging into a newly created corporation triggers a new one.
Banks will want the stamped amendment before they update the name on business accounts. If your business holds professional licenses, contact each issuing agency, since many licensing boards set their own reporting deadlines for entity changes. Insurance policies, vendor contracts, and any registered trade names or trademarks tied to the old name should be updated once the state filing is in hand.