Adding a new member to a New Jersey LLC is pretty simple—but you might need to file paperwork with the state. Here’s what you need to know:
Can I add a member to an existing New Jersey LLC?
Definitely. It’s common for an LLC to re-configure its ownership structure, which could mean adding or even removing a member (or several). When it comes to LLCs, owners are called members or partners.
How do I add a new member to my New Jersey LLC?
Adding a new member to your LLC requires internal approval, as well as external filings. Before filing anything with the state, your existing LLC members will have to approve the addition of a new member. To do this, you’ll need to follow the procedure laid out in your New Jersey LLC Operating Agreement. The process may look different from LLC to LLC. But generally, you’ll need to follow these basic steps:
- Draft a resolution to add a new member
- Hold a meeting with all LLC members
- Vote on said resolution
- Adopt that resolution (only with majority approval)
After approving your new member, you’ll have to update your operating agreement to include information about your new member. You may also need to update your LLC formation documents with the state.
How do I change my NJ LLC Operating Agreement?
Operating agreements are internal documents, so the process for changing your operating agreement should be outlined in the operating agreement itself. If, for some reason, your LLC operating agreement doesn’t include a provision for making amendments, you’ll have to follow the default statutes in New Jersey Revised Statutes, Title 42:2C.
Do I need to file a New Jersey Certificate of Amendment when I add a new LLC member?
Probably not. New Jersey doesn’t require LLCs to include member information when submitting New Jersey LLC Articles of Organization, so you probably won’t have to update any information in your articles. However, if your articles DO include member names and/or addresses, you’ll have to file a New Jersey Certificate of Amendment to include your new member’s information.
Otherwise, you would just have to be sure to include new member information when filing your New Jersey LLC Annual Report.
Do I need a new EIN if my LLC gains a new member?
Not necessarily. You’ll only have to contact the IRS if adding a new LLC member effectively changes your tax status. This can happen if you currently have a single-member LLC (SMLLC) taxed as a “disregarded entity”—adding a new member will automatically change your default tax status to “partnership” and you will have to Apply for a New EIN. If you currently have a multi-member LLC, adding a new member won’t require you to obtain a new EIN.