To form a corporation in New Jersey, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
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 online at the New Jersey Business Name Search.
You may reserve a name for 120 days by filing an Application for Reservation of Name with the New Jersey Division of Revenue. If you reserve a business name, you cannot file your Certificate of Formation online.
Your corporation is legally created by filing a Certificate of Business Formation with the New Jersey Department of Treasury, Division of Revenue and Enterprise Services. The certificate must include the corporate name and address; the name and address of the agent for service of process; your tax year closing month; your purpose; the number of shares the corporation is authorized to issue; the names and addresses of the initial directors; and the name and address of each incorporator.
The articles may be filed online or by postal mail (for mailed filings, the certificate must be completed online and printed out). The filing fee is $125.
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.
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).
Keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. This can be a simple three ring binder or corporate records kit you order through a corporate kit supplier. Keep it at your corporation's principal office.
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.
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. For a sample Incorporator's Statement and corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. 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.
The default rule in New Jersey is that corporate stock has no par value. Par value is a set amount below which the stock cannot be sold--it has nothing to do with the stock's actual value. See Nolo's article "What is Par Value Stock." If a par value is desired, it must be designated in the certificate of formation. No designation is needed if the stock has no par value.
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, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). See Nolo's Corporations FAQ for more details.
New Jersey exempts unadvertised intrastate sales to no more than ten New Jersey residents in any 12-month period, provided the shares are purchased for investment. No state filings or fees are required for this exemption. Alternatively, New Jersey’s private placement exemption exempts unadvertised sales to up to 35 investors, not counting accredited investors. This requires filing a Private Placement Report Form, NJBOS Form 1 with the New Jersey Bureau of Securities within 15 days of the offering and paying a $500 fee. For more information, see the FAQ at the New Jersey Bureau of Securities.
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.
Additional tax and regulatory requirements apply to your corporation. These include:
State Tax Business 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. You can file your business registration online or by mailing in a Business Registration Application, Form NJ-REG, to the Division of Revenue. 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 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.
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. Business registration can be done online or by mail. The registration 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 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.