New Jersey makes the corporate mechanics cheap and fast. A Certificate of Formation costs $100 per LLC, cut from $125 on July 1, 2026, online filings generally process in about a business day, and there is no publication requirement. The two entities behind a typical fund, the fund LLC and the management company LLC, cost $200 in state fees combined.
The securities side asks more. A Rule 506 offering needs a $750 notice filing through the NASAA Electronic Filing Depository no later than 15 days after the first New Jersey sale. And on the adviser side, New Jersey never adopted the NASAA model private fund adviser exemption. Unless you stay within the 5 client de minimis in N.J.S.A. 49:3-56(g), you register as an investment adviser with the Bureau of Securities.
There is also a tax rule worth budgeting for: a partnership with more than two owners and New Jersey source income or loss pays $150 per owner, every year. This guide walks the full path, with the statute behind each requirement.
Five steps to launch in New Jersey
Generate Documents
Free on HedgiaEvery fund needs offering documents before it can take a dollar. Hedgia generates them at no cost, whether or not you launch on the platform.
Create LLCs
Two entities: a management company LLC that acts as manager, and the fund LLC investors buy into. Both file a Certificate of Formation with the Division of Revenue and Enterprise Services.
Create Accounts
File Form D with the SEC, make the New Jersey notice filing, and open the fund's bank account. Hedgia prepares and submits the filings at your direction and sets up banking through Axos Bank.
Invite Investors
Investors onboard through the fund's portal: identity checks, accreditation status, subscription documents, and wires into the fund account.
Start Your Fund
Once capital lands, the ongoing work is administration: NAV, fees, investor reporting, and tax documents. That is the part the subscription covers.
* $89/month includes 3 manager seats. Additional seats $30/month each. Plus 0.2% of AUM above $1 million, capped.
New Jersey requirements at a glance
The law behind each requirement
Rule 506(b): the federal private placement exemption
Nearly every small fund raises under Rule 506(b), an exemption from Securities Act registration. Securities sold under Rule 506 are covered securities under Securities Act Section 18(b)(4)(F), which blocks states from imposing registration or merit review on the offering.
- •Unlimited accredited investors, plus up to 35 non-accredited purchasers per offering who have the knowledge and experience to evaluate the investment
- •No general solicitation or advertising
- •Form D filed with the SEC no later than 15 days after the first sale
- •States may still require a notice filing, a fee, and consent to service of process
The New Jersey notice filing for Rule 506 offerings
New Jersey requires notice of a Rule 506 offering. This is a notice filing for a federally covered security, not a state registration and not state approval of the offering.
- •File Form D through the NASAA Electronic Filing Depository no later than 15 days after the first sale in New Jersey, with the $750 fee paid through EFD
- •EFD is mandatory. An issuer unable to use it must contact the Bureau immediately and may be permitted a manual filing, which requires a manually signed and notarized Form U-2/U-2A consent to service of process
- •Amend through EFD within 30 days of any change to the information reported on Form D; the 2014 order lists no separate amendment fee
- •No fixed late filing penalty appears in the statute or rule. The bureau chief may issue a stop order suspending the offer and sale of the security for noncompliance (N.J.S.A. 49:3-60.1(d))
Investment adviser registration with the Bureau of Securities
Acting as an investment adviser in New Jersey without registration is unlawful unless an exemption or exclusion applies. Managing a fund for compensation is advisory activity, so every New Jersey manager has to answer this question.
- •Register through IARD. The Bureau's fee is $550 for the adviser, initial and annual renewal, plus $210 per investment adviser representative
- •Registrations expire December 31 each year
- •Representatives must pass the Series 65, or the Series 66 together with the Series 7
- •SEC registered advisers do not register with the state, but must file their SEC documents with a fee and consent to service of process before conducting advisory business in New Jersey (N.J.S.A. 49:3-56(n))
The de minimis exemption, and the exemption New Jersey does not have
New Jersey never adopted the NASAA model private fund adviser exemption, and its regulations at N.J.A.C. 13:47A contain no substitute. The only practical exemption for a small manager is the de minimis written into the statute. Federal exempt reporting adviser status under Advisers Act Section 203(m) does not excuse state registration.
- •Exempt with not more than 5 clients who are New Jersey residents during any period of 12 consecutive months, whether or not you have a place of business in the state
- •Institutional clients listed in N.J.S.A. 49:3-49(g)(2)(vi), including banks, insurance companies, investment companies, and other advisers, do not count toward the 5
- •No primary source states whether a private fund counts as one client for this test. Practitioners treat each fund as one client; confirm the counting with counsel or the Bureau before relying on it
- •A manager who cannot fit within the de minimis registers with the Bureau
Section 3(c)(1): staying outside the Investment Company Act
Section 3(c)(1) excludes the fund from the definition of investment company. It is an exclusion from the definition, not an exemption, and it is what lets a private fund operate without mutual fund style regulation.
- •No more than 100 beneficial owners of the fund's outstanding securities
- •The fund must not make and must not propose to make a public offering, which pairs naturally with Rule 506(b)
- •Because the fund never meets the definition, it never registers as an investment company
Two New Jersey tax rules to budget for
The $150 per owner filing fee adds up
A partnership, including a multi member LLC taxed as a partnership, with more than two owners and New Jersey source income or loss pays $150 for each owner, capped at $250,000, with Form NJ-1065 due the 15th day of the fourth month after year end. Half of the next year's fee is prepaid with the return. The investment club exemption will not help a real fund: every owner must be an individual and total assets cannot exceed the lesser of $335,000 or $46,900 per owner (Tax Year 2015 amounts, adjusted annually for inflation). A three member fund LLC with New Jersey source income owes this fee every year (N.J.S.A. 54A:8-6(b)(2)(A); TB-55(R)).
Hedge fund status shields nonresident investors
New Jersey generally requires partnerships to pay tax on behalf of nonresident partners, at 6.37% for noncorporate partners and 9% for corporate partners. The NJ-1065 instructions recognize hedge fund status when the entity's only activity is the purchase, holding, or sale of intangible personal property such as securities, and that property is not held for sale to customers (N.J.S.A. 54A:5-8(c)). With that status, nonresident individual, trust, and estate partners do not report the NJK-1 New Jersey source amount on their nonresident returns, and the partnership makes no nonresident tax payment for them. The entity must evaluate the status each year, and the per owner filing fee is still owed unless all operations and facilities sit outside New Jersey (TB-55(R)).
New Jersey is cheap to form in and strict on advisers
The mechanics are light. $200 forms both LLCs, online filings process in about a business day, the annual report is $75 per entity, and the one securities filing the state requires is a $750 notice through EFD within 15 days of the first New Jersey sale. Total state fees to launch: about $950.
The adviser layer is the real gating question. With no private fund adviser exemption on the books, a New Jersey manager either stays within 5 New Jersey resident clients over any 12 months under N.J.S.A. 49:3-56(g) or registers with the Bureau of Securities, which means $550 a year, a December 31 renewal cycle, and the Series 65 or Series 66 plus Series 7. Whether a private fund counts as a single client for the de minimis is not settled in any primary source, so run that question past counsel before relying on it.
Hedgia forms both LLCs, obtains the EINs, prepares and submits Form D and the New Jersey notice filing at your direction, sets up banking through Axos Bank, and runs investor onboarding, NAV, fees, and K-1 prep. Registration and exemption decisions stay with you and your counsel. Settle the adviser question first: if you cannot stay within 5 New Jersey clients, budget for Bureau registration before the fund takes its first dollar.
New Jersey Bureau of Securities