Annual Corporate Housekeeping For New Jersey LLCs And Corporations

Annual Corporate Housekeeping For New Jersey LLCs And Corporations

January is the right time to bring corporate records and filings current. New Jersey expects companies to keep accurate books, maintain a valid registered agent, file the annual report, and preserve a clean record of ownership and governance. Courts and regulators judge what you did and what your documents say. A disciplined review now prevents avoidable problems when a lender, a buyer, or a plaintiff asks for your records later.

Annual Reports, Fees, And Good Standing

Every New Jersey corporation and LLC must file an annual report with the Division of Revenue and Enterprise Services and pay the statutory fee. The filing is simple, but failure to file leads to revoked status and added costs to reinstate. The State’s portal allows you to update officers, managing members, addresses, and workers’ compensation information at the same time and generates proof of filing that can be validated. In practice, I recommend calendaring the report for the end of the anniversary month and confirming payment cleared. The current State fee is $75.

Every business in NJ must file an annual report… The report is due every year on the last day of the month, in the month in which you completed your business formation (LLC, Corporation, etc.).

Registered Agent And Service of Process

New Jersey requires every domestic and foreign entity to maintain a registered agent and a registered office in this State. The agent may be an adult individual resident in New Jersey or a qualified business entity authorized to transact business here. If the agent resigns or the listed address is stale, service can fail and default risk rises. January is the time to confirm that the agent is active, the address is correct, and the appointment matches the statute.

Minutes, Resolutions, And Recordkeeping

Corporations must keep books and records of account and minutes of shareholder and board proceedings, along with a record of shareholders. Although LLCs are more flexible, the same discipline protects the company in banking, audit, and litigation settings. Update minutes for last year’s meetings and consents. Record officer elections, manager appointments, material contracts, and any distributions. Keep these with your bylaws or operating agreement, certificates, consents, and ledgers. New Jersey courts give weight to contemporaneous corporate records when ownership, authority, or dividends are disputed. 

Operating Agreements, Bylaws, And Ownership Ledgers

An LLC operating agreement or corporate bylaws that do not match reality invite trouble. January is the time to align titles, signatures, and authority provisions with how the business actually runs. Confirm that membership interests or shares issued last year appear in the ledger with the correct dates, consideration, and restrictions. If the company uses a buyout or transfer restriction, verify that the notice and valuation mechanics are workable and current. When a partner leaves, these pages decide the outcome.

Officer And Banking Authority

Banks, landlords, and counterparties will ask for evidence of authority. Prepare fresh written consents that confirm who may sign checks, open or close accounts, execute leases, and bind the company to loans and major contracts. Align these consents with your banking resolutions so there is no conflict between what the minute book says and what the bank expects. A clean authority chain avoids last minute scrambles during a transaction or emergency.

Tax Accounts, Foreign Qualifications, and Licenses

Match tax registrations to your actual footprint. Confirm that withholding, sales tax, and employer accounts are active where you have employees or nexus. If you opened a warehouse or now deploy technicians in another state, evaluate whether a foreign qualification filing is required there and whether New Jersey should be listed as the home jurisdiction. Licenses that tie to your trade or premises should be brought current with correct officers, locations, and ownership disclosures.

Contract Calendars, Insurance, And Risk Transfer

A corporate housekeeping review should extend to the contracts and policies that keep you operating. Build or refresh a calendar of auto renewal dates, notice windows, and price adjustment terms. Match indemnity promises to the certificates and endorsements on file. Obtain updated additional insured endorsements where vendor work or landlord obligations demand them, and save the endorsements themselves, not just certificates. When a claim arrives, these pages determine who defends and who pays while the facts are sorted out.

Employee Documents And Handbooks

Officer titles and authority often intersect with employment records. Update offer letters and role descriptions to match current duties and reporting lines. Refresh handbooks to reflect current New Jersey wage and hour standards, earned sick leave requirements, anti discrimination policies, complaint routes, and any approved use of AI tools at work. Tie confidentiality and device policies to your actual systems so preservation and collection are straightforward if a dispute arises.

Beneficial Ownership And Federal Reporting

Federal beneficial ownership reporting has shifted in 2025 and remains in flux. FinCEN has adjusted deadlines and implementation through interim actions this year. Companies should confirm the current status directly with FinCEN before filing or deciding to defer, and should keep a file that shows how the decision was made and what information will be reported if required. My office tracks these developments and advises clients based on the most recent guidance and rules in effect at the time of review. 

What I Look For In A January File Review

A complete file contains formation documents, bylaws or an operating agreement, a current shareholder or member ledger, minutes and written consents, officer and banking authorities, state annual report receipts, current registered agent details, core contracts with calendar notes, insurance certificates with endorsements, tax registrations, licenses, and any equity grants or buyout agreements. When this file matches the way the business actually operates, you are ready for lenders, counterparties, and courts. When it does not, problems multiply.

Conclusion

Treat January as corporate maintenance month. File the annual report and pay the fee. Confirm that your registered agent and addresses are right. Bring minutes, consents, and ledgers current. Align bylaws or the operating agreement with reality. Refresh authority for banking and contracts. Validate tax accounts, foreign qualifications, licenses, and insurance. Document your approach to federal beneficial ownership reporting based on current FinCEN rules. This discipline protects ownership, speeds transactions, and strengthens your position if a dispute reaches court.

For more information about your legal rights or to schedule a consultation, please contact the Law Offices of Peter J. Lamont at www.pjlesq.com, call 201-904-2211, or email info@pjlesq.com.

Contact us today to discuss your business or legal matter. Put our 20+ years of legal experience to work for you.

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For detailed insights and legal assistance on topics discussed in this post, including litigation, contact the Law Offices of Peter J. Lamont at our Bergen County Office. We're here to answer your questions and provide legal advice. Contact us at (201) 904-2211 or email us at  info@pjlesq.com.

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About Peter J. Lamont, Esq.

Peter J. Lamont is a nationally recognized attorney with significant experience in business, contract, litigation, and real estate law. With over two decades of legal practice, he has represented a wide array of businesses, including large international corporations. Peter is known for his practical legal and business advice, prioritizing efficient and cost-effective solutions for his clients.

Peter has an Avvo 10.0 Rating and has been acknowledged as one of America's Most Honored Lawyers since 2011. 201 Magazine and Lawyers of Distinction have also recognized him for being one of the top business and litigation attorneys in New Jersey. His commitment to his clients and the legal community is further evidenced by his active role as a speaker, lecturer, and published author in various legal and business publications.

As the founder of the Law Offices of Peter J. Lamont, Peter brings his Wall Street experience and client-focused approach to New Jersey, offering personalized legal services that align with each client's unique needs and goals​.

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