The Reg C Ea New Jersey form is a critical document for businesses in New Jersey seeking to amend details about their business entity, such as the name or statutory authority. It must be completed accurately, signed, and mailed to the Division of Revenue with the required filing fee. Filing this form is requisite for ensuring that the state's public records accurately reflect the current status of a business entity.
For businesses operating within New Jersey, the REG-C-EA form represents a critical juncture in the lifecycle of a business entity, marking changes that could impact its operation, structure, or legal status. Directed to the State of New Jersey Division of Revenue, this document is designed to facilitate amendments to a business entity's foundational information as filed with the state. The form covers a broad spectrum of modifications, from simple name changes to more complex adjustments to the business's articles of incorporation or organization. By submitting the REG-C-EA, entities notify the state of changes that, once filed, become public record. This ensures transparency and keeps the entity in compliance with state regulatory requirements, avoiding potential legal pitfalls. The form requires detailed information, including the business's official name, its New Jersey 10-digit ID number, and the specific statutory authority under which the amendment is filed, ensuring the amendment complies with relevant state laws. Whether the amendment pertains to a change in corporate name, registered agent or office, or modifications to the certificate itself, the instructions laid out guide the filer through each requisite step. Moreover, it outlines voting or consent procedures, specifying how such measures should be recorded and verified, reflecting the input and agreement of the entity’s incorporators, shareholders, or members. Filing fees are mandated, and the form provides a breakdown of these costs, including additional charges for expedited or fax services, indicating the state's commitment to offering flexible submission options to suit various business needs. Importantly, the signatures at the end of the document serve as a certification of the amendment's accuracy and compliance, underscoring the significance of this formal record in the ongoing relationship between the business and the state.
REG-C-EA
STATE OF NEW JERSEY
Mail to: PO Box 308
(08-05)
DIVISION OF REVENUE
Trenton, NJ 08646
BUSINESS ENTITY AMENDMENT FILING
FEE REQUIRED
Complete the following information and sign in the space provided. Please note that once filed, the information on this page is considered public. Refer to the instructions for delivery/return options, filing fees and field-by-field requirements. Remember to remit the appropriate fee amount for this filing. Use attachments if more space is required for any field, or if you wish to add articles for the public record.
A.Business Name:_________________________________________________________________________________________________________
Business Entity NJ 10-digit ID number: _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
B.Statutory Authority for Amendment: _______________________________________________ (See Instructions for List of Statutory Authorities)
C.ARTICLE __________________ OF THE CERTIFICATE of the above referenced business is amended to read as follows. (If more space is necessary, use attachment)
D.Other Provisions: (Optional)______________________________________________________________________________________________
E.Date Amendment was Adopted:____________________
F.CERTIFICATION OF CONSENT/VOTING: (If required by one of the following laws cited, certify consent/voting)
N.J.S.A. 14A:9-1 et seq. or N.J.S.A 15A:9-1 et seq., Profit and Non-Profit Corps. Amendment by the Incorporators Amendment was adopted by unanimous consent of the Incorporators.
N.J.S.A 14A:9-2(4) and 14A:9-4(3), Profit Corps., Amendment by the Shareholders
Amendment was adopted by the Directors and thereafter adopted by the shareholders.
Number of shares outstanding at the time the amendment was adopted __________________, and total number of shares entitled to vote
thereon ______________. If applicable, list the designation and number of each class/series of shares entitled to vote:
List votes for and against amendment, and if applicable, show the vote by designation and number of each class/series of shares entitled to vote:
Number of Shares Voting for Amendment
Number of Shares Voting Against Amendment
**If the amendment provides for the exchange, reclassification, or cancellation of issued shares, attach a statement indicating the manner in which same shall be effected.
N.J.S.A. 15A:9-4, Non-profit Corps., Amendment by Members or Trustees
The corporation has
does not have
members.
If the corporation has members, indicate the number entitled to vote _______, and how voting was accomplished:
At a meeting of the corporation. Indicate the number VOTING FOR _____ and VOTING AGAINST _____. If any class(es) of members
may vote as a class, set forth the number of members in each class, the votes for and against by class, and the number present at the meeting:
Class
Number of Members
Voting for Amendment
Voting AGAInst Amendment
Adoption was by unanimous written consent without a meeting.
If the corporation does not have members, indicate the total number of Trustees ___________________, and how voting was accomplished:
At a meeting of the corporation. The number of Trustees VOTING FOR ______________ and VOTING AGAINST ______________.
G.AGENT/OFFICE CHANGE
New Registered Agent: ___________________________________________________________________________________________________
Registered Office: ( Must be a NJ street address)
Street__________________________________________________________________ City _______________________ Zip ________________
H.SIGNATURE(S) FOR THE PUBLIC RECORD (See Instructions for Information on Signature Requirements)
Signature_________________________________________________Title ____________________________________________ Date _____________
The above-signed certifies that the business entity has complied with all applicable NJ statutory filing requirements
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INSTRUCTIONS
BUSINESS CHANGE AND AMENDMENT FORM (REG-C-L and REG-C-EA)
I.GENERAL INSTRUCTIONS
A. Use the appropriate form for filing:
1.Sole Proprietorships and Partnerships should use Form REG-C-L, Sections A - F to report changes in tax/wage registration, and mail changes to the Division of Revenue, Client Registration Bureau, PO Box 252, Trenton, NJ 08646-0252.
2.Business Entities - i.e. Foreign or domestic corporations, limited partnerships, limited liability companies and limited liability partnerships, should use Form REG-C-L, Section A -F (page 37) to report changes in address, seasonal business cycles or tax/wage collection status only. Amendments to articles recorded in the original certificate of the business entity, including name changes, must be reported on page 39 (REG-C-EA). Business entities may submit Changes/Amendments through one of the service options listed in these instructions (page 21) along with the correct FEE amount for filing an amendment. (See FEE Schedule below.)
NJ authorized corporations may not use the Business Change/Amendment Form to DISSOLVE, CANCEL, WITHDRAW, MERGE OR CONSOLIDATE. Contact the Division of Revenue at (609) 292-9292 to obtain forms and instructions for these transactions. These forms may also be downloaded from the New Jersey Business Gateway Service at www.state.nj.us/njbgs/.
REMEMBER TO TYPE OR MACHINE PRINT ALL AMENDMENT FILING SUBMISSIONS.
B.For Delivery/Return Options for Amended Business Filings, please see page 21, items 2a-2c.
C.Fee Schedule for Business Entity Amendment Filings
1.Basic Filing Fees
a.Filing fees for all corporate and limited partnership amendments is $75 per filing.
b.Filing fee for all limited liability company and limited liability partnership amendments is $100 per filing.
c.Filing fee for corporate and limited partnership agent changes is $25 per filing.
d.Filing fee for limited liability company and limited liability partnership agent changes is $25 per filing.
2.Service Fees and Other Optional Fees (All added to basic fees above if selected, see page 21 Items 2a-2c for service options)
a.Expedited service per filing request for corporations, non-profits and LP transactions is $15.00. Expedited service per filing for LLC and LLP transactions (8.5 business hour turnaround for over-the- counter and FAX requests) is $25.00.
b.Same day service for FAX requests only, fee is $50.00 per filing.
c.Fax page transmission, fee is $1 per page for all filings that are FAXED back through the FAX filing service.
d.Certified copy fee for accepted filings is $25 per copy.
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II.LINE BY LINE REQUIREMENTS FOR BUSINESS AMENDMENT FILING (REG-C-EA)
A.Business Name and NJ 10-digit ID number - List the Business Entity name as currently reflected on the State’s public records system and the NJ 10-digit ID number.
B.Statutory Authority for Amendment - In accordance with the following table, state the statutory authority for the amendment. Business entities seeking only to change registered office/agent may leave this blank.
Statutory Authority (NJSA
Business Entity Type
Amendment By:
Title) to Enter in Field B
Domestic Profit Corps.
Incorporators
14A:9-1 et seq.
Domestic Non-Profit Corps.
15A:9-1 et seq.
Shareholders
14A:9-2(4) & 14A:9-4(3)
Members or Trustees
15A:9-4
Foreign Profit Corps.
The Business Entity
14A:13-6
Foreign Non-Profit Corps.
15A:13-6
All Limited Liability Companies
42:2B
All Limited Partnerships
42:2A
All Limited Liability Partnerships
42
C-E. Amendment Details - List the Article being amended and the type of certificate being amended. Recite the details of the amendment, including a new name change if applicable. Provide other provisions and an adoption date. The “Other Provisions” field may not be used to indicate the adoption of an Alternate name. Form C-150G is used for Alternate name registration.
If you are changing the corporate name, provide a designator that indicates the type of business entity--for example: Inc, Corp., Corporation, Ltd., Co., or Company for a corporation; Limited Liability Company or L.L.C. for a Limited Liability Company; Limited Partnership or L.P. for a Limited Partnership, Limited Liability Partnership or L.L.P. for Limited Liability Partnership.
The Division of Revenue will add an appropriate designator if none is provided.
**Remember that the name must be distinguishable from other names on the State’s data base. The Division of Revenue will check the proposed name for availability as part of the filing process. If desired, you can reserve/register a name prior to submitting your filing. To obtain information about reservation/registration services and fees, visit the Division's Web site at www.state.nj.us/njbgs/ or call (609) 292-9292 Monday- Friday, 8:30 a.m. - 4:30 p.m.
F.Certification of Consent/Voting - If applicable, pursuant to the statutes listed, provide the requested information on consent/voting relative to the proposed amendment. MARK THE METHOD of consent or voting employed to adopt the amendment, and where applicable, provide the requested details associated with the chosen method.
G.Change of Agent/Office - If you are changing the registered agent or office or both, provide the following information as applicable:
1. New Registered Agent - Enter one agent only - the agent may be an individual or a corporation duly registered and in good standing with the State Treasurer; and/or
2. New Registered Office - Provide a New Jersey street address. APost Office Box may be used only if the street address is listed as well.
H.Signatures for the Public Record - If a corporate amendment is being filed by the incorporators, then the incorporators and only the incorporators may sign. For all other corporate amendments, the Chairman of the Board, president or vice-president must sign. For Limited partnerships, at least one general partner must sign. For all other entities, an authorized partner or representative must sign.
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Filling out the Reg C Ea form in New Jersey is a critical step for business entities looking to amend their existing registration information with the state. This process, although it might appear daunting at first, can be navigated smoothly with attention to detail. By following the steps outlined below, entities can ensure that their amendments are correctly registered with the Division of Revenue, keeping their business compliant with state regulations. It's important to remember that the information provided through this form becomes public, so accuracy and completeness are paramount. Additionally, attaching the required fee with the submission is essential for the processing of this amendment.
Once the form and fee are submitted, the changes will be processed by the Division of Revenue. After processing, you should receive confirmation that your business entity's information has been updated. This amendment will reflect in the public records, making it important to ensure all provided information is accurate and representative of the current state of the business. Keep a copy of the filled-out form and any correspondence for your records, ensuring you can reference your submission if needed.
The Reg C Ea New Jersey form is primarily utilized for amending the certificate of business entities such as corporations, limited liability companies (LLCs), limited liability partnerships (LLPs), and limited partnerships (LPs) registered in the state of New Jersey. This includes amendments like name changes, adjustment of business activities, and changes in registered agents or office locations.
Completed Reg C Ea forms should be mailed to: P.O. Box 308, Trenton, NJ 08646. This address directs the form to the Division of Revenue within the state of New Jersey, which is responsible for processing such amendments.
Yes, filing fees are required for the Reg C Ea form submission. The specific fee depends on the type of entity making the amendment. For corporate and limited partnership amendments, the fee is $75 per filing. For limited liability companies and limited liability partnerships, the fee is $100. If the amendment involves a change of registered agent or office, a fee of $25 is applicable regardless of entity type.
Yes, if more space is needed for any section of the Reg C Ea form or if additional articles for the public record are to be added, attachments can be used. It is essential to ensure that these attachments are clearly labeled and securely attached to the primary form to avoid processing delays.
Once filed, the information provided on the Reg C Ea form becomes public. This means that the details of the amendment, such as changes in the business name, nature of amendment, and changes in the registered agent or office, will be accessible for public viewing, typically through the state's official business entity search platforms.
The appropriate statutory authority for an amendment can be determined based on the entity type and the nature of the amendment sought. The form itself provides a list of statutory authorities for different types of amendments and entities, such as N.J.S.A 14A:9 for profit corporations and N.J.S.A 15A:9 for non-profit corporations. It is crucial to consult this section to accurately state the statutory basis for the amendment.
For the Reg C Ea filing, entities can choose from several delivery and return options. These options typically include standard mail, expedited processing, same day fax service, and over-the-counter filings. Each service may incur additional fees and has different processing times, so entities should select based on their need for speed and convenience.
If the business name is changing, provide the new name in the amendment details and include a designator indicating the type of business entity, such as Inc., LLC, or LLP. It is important to ensure the new name is distinguishable from other names on the state’s database. Entities may opt to reserve/register a name prior to submission to ensure availability.
The authorization to sign the Reg C Ea form depends on the entity type and the nature of the amendment. For corporate amendments initiated by incorporators, only the incorporators may sign. For other corporate amendments, officers like the Chairman of the Board, president, or vice-president are authorized. For limited partnerships, at least one general partner must sign. In the case of LLCs and LLPs, an authorized representative or partner must sign the form.
Failing to accurately list the Business Name and NJ 10-digit ID number as currently reflected on the State’s public records system. This mistake can lead to confusion or delays because the accuracy of these details is crucial for identifying the entity correctly in the state's database.
Not stating the correct statutory authority for the amendment in section B. Each type of business entity is governed by specific statutes, and choosing the wrong statutory authority could invalidate the filing.
Omitting or incorrectly detailing the Article being amended in section C. Precise information on what is being amended, including any name changes or other critical amendments, must be clearly articulated to ensure the intended changes are legally recognized.
Incorrectly using the "Other Provisions" field. This field cannot be used to indicate the adoption of an Alternate name or for other unauthorized information, which some filers mistakenly do.
Inaccurately certifying consent/voting in section F. This section requires detailed information on how the amendment was adopted, including the method of consent or voting used. Misrepresenting these details could lead to questions about the amendment's validity.
Changing the registered agent or office without providing complete and accurate information as required in section G. A new New Jersey street address must be provided for the office, and the registered agent must be correctly identified and eligible as per state regulations.
Common errors in the signature section include:
Avoiding these mistakes requires careful attention to the detailed instructions provided with the form and, if necessary, seeking the advice of a legal or financial professional familiar with New Jersey's business filing requirements. This can help ensure that amendments are filed correctly and efficiently, maintaining the legal and operational standing of the business within the state.
When filing the REG-C-EA form in New Jersey for business entity amendments, it's crucial to understand the accompanying documents that may be necessary to ensure a comprehensive and compliant amendment process. These documents often serve to support changes, verify information, or fulfill additional statutory requirements. Here's a breakdown of additional forms and documents typically used in conjunction with the REG-C-EA form:
Each of these documents plays a vital role in different scenarios depending on the nature of the amendment being filed. Accurate and thorough documentation supports legal compliance and streamlines the amendment process, helping businesses adjust and evolve as necessary while maintaining good standing within the jurisdiction of New Jersey. Ultimately, the precise documentation required will vary based on the specific amendments being made, the type of entity, and other factors related to the business’s operational and legal standing.
The REG-C-EA form in New Jersey is comparable to the Articles of Amendment for corporations. This document, much like the REG-C-EA, is used to formally propose changes in the corporation's structure or operations that are significant enough to require an amendment to its original Articles of Incorporation. These changes could include altering the company name, its purpose, or the number of authorized shares. It requires similar details about the amendment being introduced, including the adoption date and the specifics of the change, and also mandates shareholder or member consent through voting, mirroring the consensus requirement found in the REG-C-EA form.
Similar to the REG-C-EA, the Statement of Change of Registered Agent or Office is another document that businesses may need to file. When a business decides to change its registered agent or the address of its registered office, this form is used to update the state records. This parallels the Section G of the REG-C-EA form, where changes to the registered agent or office must be reported. Both documents ensure that the state has current and accurate information regarding a business's official contact points.
The Certificate of Correction is another document related in purpose to the REG-C-EA form. When errors, omissions, or inaccuracies in previously filed documents need to be corrected, this certificate is used by entities to make the necessary amendments official. This is similar to how the REG-C-EA form may be employed to amend information in the business entity's records, albeit the Certificate of Correction is specifically for rectifying previous mistakes rather than making deliberate changes or updates to the company's structure or operations.
Similarly, the Application for Reservation of Name holds purposes akin to certain aspects of the REG-C-EA form. When a business entity wants to change its name, as outlined in the REG-C-EA form, it might first reserve a new name to ensure it's available. This reservation process involves checking the uniqueness of the name and holding it for a defined period until the business formally amends its name through a filing process like the one described in the REG-C-EA. Both steps are crucial for businesses aiming to rebrand or align their legal names with new strategic directions.
Another document sharing similarities is the Business Registration Certificate for New Jersey businesses. While this certificate itself is for registering a new business rather than amending an existing one, the information required—such as business name, type, and key officials—mirrors the upfront details needed for the REG-C-EA amendment process. Both documents ensure that critical information about a business's operation and structure is accurately recorded by the state.
The Nonprofit Corporation Annual Report is akin to the REG-C-EA form in that it requires nonprofits in New Jersey to update or confirm their operational and structural details annually. Like the REG-C-EA, this report collects information about the organization's current officers, registered agent, and office location. Though it's an annual requirement rather than a specific amendment filing, it serves a similar function of keeping the state informed about significant organizational particulars that could change over time.
Additionally, the Foreign Corporation Qualification to do Business in New Jersey form shares some elements with the REG-C-EA. Foreign corporations, or businesses incorporated outside of New Jersey, must file this document to officially conduct business within the state. Part of the filing includes naming a registered agent in New Jersey, similar to the change of agent/office section of the REG-C-EA. This step ensures that the foreign corporation is compliant with local laws, much like how the REG-C-EA form updates the state on domestic entities' changes.
The Limited Liability Company (LLC) Amendment Form, much like the REG-C-EA for corporations and other business entities, is used to record changes in the LLC's operating agreement or articles of organization. Whether it's a change in the LLC's name, management structure, or the addition/removal of members, this form addresses the need to document significant adjustments. It exemplifies the broader principle, similar to that of the REG-C-EA's, that maintaining accurate and current records with the state is essential for the proper administration and legal recognition of any business entity's modifications.
When completing the Reg C Ea New Jersey form, it’s important to pay attention to detail and follow instructions closely. Here are some do’s and don’ts to keep in mind:
Following these guidelines will help ensure your Reg C Ea form is completed accurately and processed without unnecessary delays.
Understanding the complexities of the REG-C-EA form in New Jersey can sometimes lead to confusion. This document is important for businesses looking to make amendments, but several misconceptions can create unnecessary hurdles. Let's clarify some of these misunderstandings:
Only corporations can file the REG-C-EA form: A common mistake is thinking that this form is exclusively for corporations. In reality, domestic and foreign profit and non-profit corporations, limited partnerships, limited liability companies, and limited liability partnerships can all use this form to report specific amendments.
It’s only for name changes: While the form can be used to change the business name, it’s also applicable for a variety of other amendments. These include changes in business articles, adoption of alternative names, and adjustments to the certificate of the business entity, among others.
There's no fee to file: Actually, filing the REG-C-EA form requires a fee. The cost varies depending on the type of amendment and the business entity, with specific fees for corporations, limited partnerships, and limited liability entities.
Personal information is kept confidential: Once filed, the information on the REG-C-EA becomes public. This is an important consideration for individuals concerned about privacy.
Voting details are optional: If the amendment process involves voting (such as by the directors, shareholders, or members), the form requires you to provide specifics on the voting outcome. This isn't optional but a necessary step for amendments affected by voting statutes.
Amendments take effect immediately: The timeline for an amendment to become effective depends on various factors, including the Division of Revenue's processing time. While expedited services can hasten this process, it's not instantaneous.
Electronic filing is not available: Contrary to this belief, amendments can be submitted through one of the service options listed in the instructions, encompassing electronic means. This convenience allows for more efficient filing processes.
Any type of amendment can be filed with this form: This form cannot be used for certain transactions such as dissolving, withdrawing, or merging entities. Those actions require different forms and procedures, outlined by the Division of Revenue.
Dispelling these myths is crucial for a smoother filing process. Familiarizing oneself with the form's instructions and seeking clarification when needed can save businesses time and effort. Always refer to the New Jersey Division of Revenue for the most current information and guidelines.
Filling out and using the Reg C Ea New Jersey form involves a process that is crucial for business entities within the state that intend to amend their official documentation. Below are key takeaways to understand before submitting this form:
Remember, once the Reg C Ea form is filed, the information becomes public record. It's important to complete the form accurately and provide all necessary attachments or additional documentation as required. If there are doubts about how to properly fill out the form, consulting the instructions provided by the Division of Revenue or seeking professional advice can help avoid mistakes that could delay the processing of business amendments.
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