Form a Partnership in New Jersey
Everything you need to know about forming a Partnership in New Jersey. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). GPs require no state filing, while LPs and LLPs must register with the NJ Division of Revenue and Enterprise Services.
1-2 hours
Choose and Verify Your Business Name
Select a unique business name and verify its availability using the NJ Business Name Search tool on the Division of Revenue and Enterprise Services website. LPs must include 'Limited Partnership' or 'LP' in the name.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in New Jersey who is authorized to receive legal and official documents on behalf of the partnership. The agent must be available during normal business hours.
30 minutes
Draft a Partnership Agreement
While not legally required by New Jersey, a written partnership agreement is strongly recommended to outline each partner's rights, responsibilities, profit/loss sharing, and procedures for dissolution or partner changes.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — For Limited Partnerships, file a Certificate of Formation (Form LP-1) with the NJ Division of Revenue and Enterprise Services online or by mail, paying the $125 filing fee. General Partnerships do not require this step but should file a trade name certificate if applicable.
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost via the IRS website. An EIN is required for tax filings, opening a business bank account, and hiring employees.
- •Register for NJ State Taxes and Obtain Licenses — Register with the NJ Division of Taxation for applicable state taxes using the NJ Business Registration Application (Form NJ-REG), and obtain any required local or state business licenses or permits for your industry.
Advantages
- ✓Pass-through taxation avoids double taxation, with profits and losses reported directly on partners' personal tax returns via NJ-1065
- ✓Simple and inexpensive to form, especially General Partnerships which require no state filing fee
- ✓Flexible management structure with no required formalities such as board meetings or corporate resolutions
- ✓Limited Partners in an LP enjoy liability protection for personal assets beyond their investment amount
Considerations
- •General Partners face unlimited personal liability for all business debts, obligations, and legal judgments
- •Partnerships dissolve automatically upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Difficulty raising capital compared to corporations, as partnerships cannot issue stock or easily bring on investors
- •All partners are subject to self-employment taxes on their distributive share of partnership income in a general partnership
Annual Obligations
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