To form a corporation in New Jersey, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Your corporation's name must contain one of the following words or an abbreviation: "incorporated," "corporation," "company," or the abbreviation "Ltd.," or words of equivalent meaning in another language.
Your corporation's name must be distinguishable from the names of other business entities already on file with the New Jersey Division of Taxation. Names may be checked for availability by at the New Jersey Business Record Service business name database.
You may reserve a name for 120 days by filing an Application for Reservation of Name with the New Jersey Division of Revenue. The application must be filed by mail. The filing fee is $50.
2. Prepare and File Certificate of Formation
Your corporation is legally created by filing a Certificate of Formation with the New Jersey Department of Treasury, Division of Taxation. The certificate must include the corporate name and address; the name and address of the agent for service of process; your tax closing month; your purpose;the number of shares the corporation is authorized to issue; the names and addresses of initial directors; and the name and address of each incorporator.
The articles may be filed online or by mail. The filing fee is $125.
3. Appoint a Registered Agent
Every New Jersey corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The registered agent may be a New Jersey resident or a foreign or domestic corporation authorized to do business in New Jersey. The registered agent must have a physical street address in New Jersey. The agent should agree to accept service of process on your corporation's behalf prior to designation.
4. Set Up a Corporate Records Book
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
5. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
6. Appoint Initial Corporate Directors
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
7. Hold Your First Board of Directors Meeting
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
8. Issue Stock
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock.
However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this SEC exemption. Visit your state securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
9. Comply with New Jersey Annual Report Requirements
All corporations doing business in New Jersey must file an Annual Report with the Division of Taxation every year. The annual report is due by the last day of the anniversary month of the corporation's formation or qualification in New Jersey. The report must be filed online. The filing fee is $50.
10. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
State Tax Registration: All New Jersey and foreign corporations authorized to do business in New Jersey must register with the New Jersey Division of Taxation, regardless of whether they plan on collecting sales tax or having employees. To register, file a Business Registration Application, Form NJ-REG, with the Division of Revenue. The form may be filed online or by mail. The initial Public Records Filing should be submitted before filing the application, and the application should be filed within 60 days thereafter. New Jersey corporations must pay an annual minimum state tax based on their gross receipts in New Jersey. For New Jersey gross receipts of less than $100,000, the minimum tax is $500. For New Jersey gross receipts equal to or greater than $100,000, but less than $250,000, the minimum tax is $750. For New Jersey gross receipts equal to or greater than $250,000, but less than $500,000, the minimum tax is $1,000. For New Jersey gross receipts equal to or greater than $500,000, but less than $1,000,000, the minimum tax is $1,500. For New Jersey gross receipts equal to or greater than $1,000,000, the minimum tax is $2,000. For more information, visit the New Jersey Tax Center.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details. An S corporation election should also be filed with the New Jersey Division of Taxation. File New Jersey S Corporation Election.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses. For details, check the New Jersey Online License & Certification website..
11. Foreign Corporations Doing Business in New Jersey
All corporations organized outside of New Jersey must register with the New Jersey Division of Taxation to do business in New Jersey. Foreign corporations must appoint a registered agent for service of process physically located in New Jersey. To register, file a Public Records Filing for New Business Entity. The application must be accompanied by an original certificate of good standing or existence from the Secretary of State or similar official of the foreign corporation's home state that is no more than 30 days old. The application may be filed online or by mail. The filing fee is $125.
Before filing, make sure the corporation's name is available in New Jersey by checking the New Jersey business name database.