The three fixed charges
New Jersey has three charges that arrive whether or not the business made money:
- The annual report, filed with the Division of Revenue and Enterprise Services. It keeps the business on the public record.
- The minimum corporation tax, paid with the Corporation Business Tax return by C and S corporations.
- The partnership filing fee, paid with Form NJ-1065, the New Jersey partnership return, by partnerships and LLCs taxed as partnerships that have more than two owners.
The figures below are from the 2025 return instructions, the returns being filed in 2026. They are the current published amounts for tax year 2026 returns filed in 2027 until the state releases new instructions.
| Entity type | Annual report | Minimum tax or filing fee | Due (calendar year) |
|---|---|---|---|
| Single-member LLC (disregarded) | $75 | None at the entity level | Report by end of formation or NJ authorization month; owner's own return |
| LLC or partnership, 2 owners | $75 (LLC, LP, LLP) | None | NJ-1065 by April 15 |
| LLC or partnership, 3+ owners | $75 (LLC, LP, LLP) | $150 per owner plus 50% prepayment, $250,000 cap | April 15 |
| S corporation | $75 | $375 to $1,500 by NJ gross receipts, plus prepayment or installments | April 15 |
| C corporation | $75 | $500 to $2,000 by NJ gross receipts, plus prepayment or installments | May 15 (May 17 in 2027) |
The annual report
LLCs, LPs, LLPs and for-profit corporations each pay $75 for the annual report, plus a $3.00 card or $0.50 e-check fee online (FAQ). It is due each year by the last day of the month the business was formed, or authorized in New Jersey for an out-of-state business, and the duty to file stands even if no reminder arrives. You file it on the state's online annual report service, which shows which reports are due for your business. You will need your 10-digit business ID and the month and year the business was formed or authorized in New Jersey. The report is also where you update your officers or members, your main business address and your registered agent, as the Division's main page describes.
Changing only the registered agent or registered office outside the report costs $25. Keep the agent current. It is the address where the state and anyone suing the business send legal papers.
If you skip it: a business that fails to file annual reports for two consecutive years may have its charter voided or its authority revoked. To come back, you file every missed report plus the current one ($75) and pay a reinstatement fee: $75 for an LLC, LP or LLP, $95 for a for-profit corporation. An LLC, LP or foreign corporation reinstated more than two years after revocation must first get a tax clearance certificate, which means settling any tax the state says you owe; a New Jersey corporation applies to the Division of Taxation to reinstate its charter instead.
The minimum corporation tax
Every corporation subject to the Corporation Business Tax pays the greater of its tax on income or a minimum tax based on New Jersey gross receipts:
- C corporations (Form CBT-100, the corporation return): under $100,000, $500; $100,000 to under $250,000, $750; $250,000 to under $500,000, $1,000; $500,000 to under $1,000,000, $1,500; $1,000,000 or more, $2,000. Source: CBT-100 instructions.
- S corporations (Form CBT-100S, the S corporation return): $375, $562, $750, $1,125 and $1,500 for the same receipt bands. Source: CBT-100S instructions.
A corporation in an affiliated or controlled group with total payroll of $5,000,000 or more pays $2,000 regardless of receipts. Each member of a combined group that has New Jersey nexus pays the $2,000 minimum.
The minimum tax is not the whole bill. Under the 2025 CBT-100 and CBT-100S instructions, a corporation whose tax is $1,500 or less either pays four installments toward next year or adds a single prepayment of 50% of this year's tax to the return; above $1,500, installments are required (installment payments). So a new C corporation on the $500 minimum that takes the prepayment pays $750 with its return, and an S corporation on $375 pays $562.50. The prepayment is credited on the next return.
The minimum tax cannot be prorated, and zero returns are generally not allowed. An LLC that elected to be taxed as an S or C corporation files as a corporation and owes it too. A corporation owes it from the date it was incorporated or authorized, even if it has no assets and does no business. For 2025 calendar-year returns the CBT-100 was due May 15, 2026 and the CBT-100S April 15, 2026. For tax year 2026 they fall on May 17, 2027 (May 15 is a Saturday) and April 15, 2027.
Professional corporations with more than two licensed professionals (doctors, dentists, CPAs, physical therapists and similar) also pay a $150 per-professional fee plus a 50% prepayment for the next year.
How New Jersey treats an S election now
For privilege periods beginning on or after December 22, 2022, New Jersey follows the federal S election. You no longer file a separate state election. A federal S corporation must be registered as a corporation, send proof of federal S status (IRS notice CP261 or 385C) and file a Shareholder Jurisdictional Consent, according to the Division of Taxation's FAQ. To be taxed as a C corporation in New Jersey instead, 100% of shareholders must sign a C Corporation Tax Status Election Consent and the business files a C corporation return. You cannot amend later to switch between S and C status, so make the choice before the return is due.
The partnership filing fee
Any entity taxed as a partnership, other than an investment club, that has income or loss from New Jersey sources and more than two owners pays $150 per owner, up to $250,000. Every owner who received a K-1 or held an interest at any point in the year counts. A partner with both general and limited interests counts twice. For a nonresident partner with no physical nexus in New Jersey, the fee is apportioned on line 1c of the NJ-1065's Partnership Filing Fee section, using the allocation factor from Form NJ-NR-A, so it may be less than $150. With the fee, you also pay an installment of 50% of this year's fee toward next year. Both are due the 15th day of the fourth month after year end: April 15, 2027 for the 2026 year.
There is no extension of time to pay the fee. A late return can draw a penalty of 5% per month up to 25%, plus up to $100 for each month it is late. A fee paid after the original due date, even with a filing extension, draws a 5% late payment penalty and interest at 3% above prime, according to the NJ-1065 instructions.
Example: a three-partner LLC with no profit
A landscaping LLC in Essex County has three members and files as a partnership. In 2026 it breaks even on New Jersey work.
- Annual report: $75.
- Filing fee for 2026: 3 x $150 = $450. Income or loss counts, so a break-even or loss year still triggers it.
- Installment toward 2027: 50% of $450 = $225.
If this is the first year it pays the fee, the April 15, 2027 payment is $675, plus $75 for the annual report. In later years, while it keeps three members, the $225 prepaid the year before is credited against the fee, so the net yearly cost settles near $525. A two-member LLC would pay only the $75 report.
Closing the business so the charges stop
The charges continue until the business is formally ended on the state record. LLCs, LLPs and LPs file a cancellation with no tax clearance required. For a domestic LLC the certificate of cancellation costs $100. A for-profit corporation usually needs a tax clearance as part of dissolving; the State's pages put the application fee at $20 or $25, and it can take several months.
A corporation that stops operating but does not dissolve keeps owing the minimum tax, with penalties and interest. The dissolution must be in place by the last day of the tax period to avoid the next year's return. A partnership that marks its NJ-1065 as a final return skips the 50% installment.
See our New Jersey tax deadlines guide for every date in one place, and how we handle tax filing and bookkeeping for small businesses.
Questions
Is the partnership fee owed in a loss year?
Yes. The fee applies to a partnership with more than two owners and income or loss from New Jersey sources. A loss year still counts, so the $150 per owner and the 50% installment are due by April 15.
My LLC has one member, do I pay it?
No. The fee applies only to entities taxed as partnerships with more than two owners. A single-member LLC is not a partnership, so it does not pay. It still files the $75 annual report. If it elected to be taxed as an S or C corporation, it files as a corporation and owes the corporation minimum tax.
What happens if I ignore the annual report?
After two consecutive missed years, the state can void or revoke the business. Reinstating means paying every missed report plus a $75 or $95 reinstatement fee. After two years, an LLC, LP or foreign corporation also needs a tax clearance.
Do I owe minimum tax in my first year?
Yes, if you are a corporation. A corporation owes it from the date it was incorporated, even with no business. The minimum tax cannot be prorated, so a short first year still pays the full amount for its receipts band.