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Bill

Bill

S 4534

Reduces business formation fees.

2026-2027 Regular Session Introduced by John Burzichelli

New Jersey would cut many business filing fees by about $25 per item, lowering formation costs and reducing state revenue by roughly $4.1 million.

Reported from Senate Committee, 2nd Reading
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WeVote Research Nonpartisan
Bill Summary · S 4534

Summary of Bill S 4534 (Session 222) – New Jersey

Purpose and intent

  • The bill seeks to reduce business formation and related filing fees across several corporate and limited partnership structures in New Jersey.
  • It is framed as a general cut of $25 in specified filing and related fees, with a broader reform of several fee schedules across multiple statutory sections.
  • The measure is positioned as aligning with Governor’s FY2027 budget recommendations and is projected to reduce state revenue by about $4.1 million.

Key provisions and changes

  • Corporations (N.J.S.14A:15-2)

    • Reduce origination filing fee for the original certificate of incorporation from $125 to $100.
    • Reduce filing fee for certificates of authority for foreign corporations from $125 to $100.
    • Several related fees (amendments, restated certificates, dissolution, mergers, etc.) remain at $75 or adjust where specified.
    • Annual report fee remains $75.
    • Registered office/registered agent changes remain at $25, with a tiered fee for large-scale changes (500+ corporations) at $5,000 when machine-readable transmission is used, plus possible additional costs for admin transmission.

  • Foreign corporations and related filings (N.J.S.15A:15-1)

    • Original certificate of incorporation filing fee decreases from $75 to $50 (note: section shows multiple references; the equivalent NJA system reflects adjustments similar to the corporation section reductions).
    • Similar reductions apply to foreign certificate of authority filings and related changes.
    • Annual report filing fee lowered from $30 to $30 (impact consistent with other sections; main changes are the initial fees and certain foreign filings).

  • General business filings (Section 11, C.22A:4-1a)

    • Original business certificate filing fee reduces from $125 to $100.
    • Change/amendment filings capped at $75.
    • Various other statutory filing and certification fees (e.g., apostilles, copies, name changes, etc.) are listed with specific amounts; the act clarifies that many standard fees will see adjustments toward reduced levels.

  • Limited Partnerships (Section 65, C.42:2A-68)

    • Original certificate of limited partnership filing fee decreases from $125 to $100.
    • Fees for amendments, cancellations, and foreign LP authority remain aligned around $75–$100.
    • Annual LP reports, name reservations, and miscellaneous certificates/alterations receive updated amounts, with several items set at $50 or $25, and limited partnership status reports at $5 per name.

  • Limited Liability Company act (Section 93, C.42:2C-93)

    • Several base filing and administrative fees adjusted; reflects methodological alignment with the central theme of fee reductions.
    • Clear schedules for on-demand (same-day/24-hour) service surcharges remain, with Treasurer discretion on certain copies and expedited service charges.

  • Effective date

    • The act takes effect on July 1, 2026.

Affected parties

  • Business entities in New Jersey, including:
    • Domestic corporations and their amendments, dissolutions, mergers, and restatements.
    • Foreign corporations seeking authority to transact business, amend authority, or withdraw.
    • Limited partnerships (domestic and foreign) and their annual reports, name reservations, and related filings.
    • Limited liability companies and related filings.
    • Registered agents and their change-of-address filings.

Procedural and timeline notes

  • Introduced in the Senate on 2026-06-26 and referred to the Senate Budget and Appropriations Committee.
  • Intended to align with Governor’s FY2027 recommendations and would become effective July 1, 2026, pending passage.

Overall impact

  • The bill reduces overall business formation and related filing costs by amounts generally around $25 per applicable filing, with some exceptions for large-scale administrative changes (e.g., machine-readable filing scenarios).
  • Estimated revenue impact to the state treasury: approximately $4.1 million reduction.
  • Aimed at easing start-up and administrative costs for businesses while preserving essential filing processes and timelines.

Compiled from official sources — confirm details with the bill’s official record.

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