How to Incorporate in New Jersey

New Jersey Department of the Treasury—Division of Revenue & Enterprise Services
PO Box 308
33 West State Street—5th Floor
Trenton, NJ 08646-0308

609.292.9292 telephone
609.984.6851 facsimile

Statutory Authority: New Jersey Business Corporation Act — N.J. Stat. Ann. § 14A (2013)

New Jersey Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Public Records Filing for New Business Entity.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the New Jersey Department of the Treasury.

New Jersey Public Records Filing for New Business Entity

The following information is legally necessary and sufficient to form a for-profit corporation in New Jersey:

1. Company Name
2. Type of business entity
3. Number of authorized shares
4. Duration
5. Registered agent name, street address, and main business address
6. Name and street address of each initial director
7. Name and street address of each incorporator
8. Signature, printed name, and title of each incorporator
9. Date

New Jersey Incorporation Fee Schedule

Application for Reservation of Name: $50.00
Public Records Filing for New Business Entity: $125
Certificate of Authority: $125.00
Expedited Service: $50.00—same day (fax filing only), $500.00—2 hours, $1,000.00—1 hour
Certified Copy: $25.00
Annual Report: $50.00
Dissolution: $120.00

Company Name

Your company name must end with a corporate designator. In New Jersey the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Department of the Treasury website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

New Jersey requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Jersey resident or active New Jersey business entity that has a New Jersey street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Jersey resident and have a New Jersey street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a New Jersey corporation. Nevertheless, New Jersey permits you to add other provisions to your Public Records Filing for New Business Entity as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. If you want to be taxed as an S Corporation by the state you must file NJ form CBT-2553 with the New Jersey Department of the Treasury.
6. Open company bank account.
7. Create and maintain company records book.
8. Hold annual meetings.
9. File the NJ-REG “Business Registration Application” within 60 days of forming your corporation.
10. File an Annual Report.
11. Pay franchise tax.

Registering as a Foreign Entity

1. Complete the “Public Records Filing for New Business Entity.”
2. Attach a Certificate of Good Standing/Existence, no older than 30 days, from the state of incorporation.
3. Submit the completed documents, along with a photocopy and your filing fee, to the New Jersey Department of the Treasury.

Dissolving a New Jersey Corporation

1. In New Jersey there are four options for dissolving your corporation: dissolution before commencing business, Form C-159A, dissolution for corporations without assets, Form C-159C, dissolution without a meeting of the shareholders, Form C159D, and dissolution pursuant to action of the board and with a meeting of the shareholders, Form C-159S.
2. Your corporation must be in good standing before you are allowed to dissolve.
3. You must obtain a Tax clearance certificate.
4. Submit the appropriate certificate of dissolution in duplicate, along with a cover letter, Request for Tax Clearance Certificate (except with before commencing business certificate), an estimated final return or a final Corporate Business Tax return with a separate payment for any taxes due, and the filing fee, to the New Jersey Division of Revenue. You may also file for dissolution of your company at the online Business Endings and Cancellation Center.

How to Incorporate in New Jersey
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