How to Qualify as a Foreign Business in New Jersey

New Jersey requires some out-of-state businesses to register with the state. New Jersey law and guidance from the state government indicate when a business must register as a foreign entity and how to complete the registration process.

If you have a corporation or limited liability company (LLC) that was formed outside of New Jersey but you plan to operate within New Jersey, you might need to qualify as either a:

• foreign corporation, or
• foreign LLC.

New Jersey laws for foreign (out-of-state) corporations and LLCs are similar to those of other states. If you want more information that's not specific to New Jersey, you can read our article on how to qualify to do business outside of your state.

When You Have to Register to Do Business in New Jersey

Before doing business in the state, Massachusetts requires foreign corporations and LLCs to obtain a certificate of authority to transact business. While "doing business" isn't defined under New Jersey law, the state government provides guidance on which activities require out-of-state businesses to register.

If you have operations in New Jersey (that aren't exempt) or want to contract with the New Jersey government—including state, county, and municipal governments as well as school districts—then you'll need to apply for a certificate of authority.

New Jersey calls out-of-state businesses with operations in New Jersey nexus businesses because they have a nexus (a connection or link) in the state. The following are considered business operations that require a certificate of authority:

• an office in New Jersey
• employees or independent contractors providing services to clients in New Jersey (such as those employees or independent contractors acting as sales or manufacturing representatives)
• ownership of property in New Jersey, including inventory housed in third-party warehouses in New Jersey
• company-operated vehicles making business-related stops (deliveries or pickups) in New Jersey, and
• some licensing agreements with an entity operating in New Jersey.

New Jersey specifies some activities that don't require you to obtain a certificate of authority. Instead, if any of these specified activities apply to your business, you only have to register for state taxes. These activities include:

• having employees in New Jersey (called "remote workers") with no other business activity in the state, and
• having transactions that collect sales tax in New Jersey (as a remote seller).

It's important to note that you only need to register for taxes if your transactions either are greater than $100,000 or number more than 200 within the calendar year. But if you have operations or contracts with the state in addition to these activities, you'll need to obtain a certificate of authority.

For more detailed information, visit New Jersey's out-of-state business registration webpage. You can also receive help from the state Division of Taxation's Nexis Unit - Office Audit Branch.

When You Don't Have to Register to Do Business in New Jersey

Massachusetts law provides a list of activities that don't require your foreign corporation or LLC to obtain a certificate of authority. These activities differ some between corporations and LLCs.

Exempted Activities for Foreign Corporations

The list of activities that aren't considered "doing business" in New Jersey for foreign corporations include:

• participating—including maintaining, defending, or settling—an action, lawsuit, or proceeding (whether judicial, administrative, arbitrative, or otherwise)
• holding meetings of the corporation's directors or shareholders
• maintaining bank accounts or borrowing money, and
• maintaining offices or agencies for registering, transferring, and exchanging the corporation's securities, including maintaining trustees or depositories for those securities.

(N.J. Stat. § 14A:13-3 (2023).)

Exempted Activities for Foreign LLCs

The list of activities that aren't considered "doing business" in New Jersey for foreign LLCs include:

• maintaining, defending, or settling an action or proceeding (like a claim or lawsuit)
• conducting activity concerning the LLC's internal affairs—including holding meetings of its members or managers
• holding accounts in financial institutions (such as banks and credit unions)
• maintaining offices or agencies for registering, transferring, and exchanging the LLC's securities, including maintaining trustees or depositories for those securities
• selling through independent contractors
• soliciting or obtaining orders that require acceptance outside of New Jersey before they become contracts
• creating or acquiring debt, mortgages, or security interests in real or personal property
• collecting or securing debts or enforcing mortgages or security interests
• completing an isolated transaction within 30 days that's not in the course of similar transactions, and
• transacting business in interstate commerce.

(N.J. Stat. § 42:2C-59 (2023).)

Filing a Foreign Registration Statement to Do Business in New Jersey

Applying to do business in New Jersey as a foreign corporation or LLC requires three steps:

1. Obtain an employer identification number (EIN) from the IRS.
2. File a certificate of authorization online. As of 2023, the filing fee is $125.
3. File a tax/employer registration form (Form NJ-REG) online.

Once you've completed these three steps, you should be able to obtain a business registration certificate from the Department of Treasury (DOT) Division of Revenue and Enterprise Services.

To apply for a certificate of authority from the DOT, you'll need to submit a certificate of good standing from your home state. The certificate of good standing must be dated within 30 days of your application filing date.

When applying for a certificate of authority to transact business, New Jersey law requires corporations to provide the following information:

• the name of the corporation
• the state where the corporation was formed
• the date the corporation was formed and the period of duration
• the address of the corporation's main office or headquarters
• the name and address of the New Jersey registered agent along with a statement that the registered agent is an agent of the corporation that can receive service of process, and
• the character of the business the corporation intends to transact in New Jersey.

(N.J. Stat. § 14A:13-4 (2023).)

For foreign LLCs, New Jersey law requires the following information:

• the name of the LLC and, if the name doesn't comply with New Jersey law, the alternate name (or "DBA") the LLC will use
• the name of the state where the LLC was organized
• the mailing address of the LLC's principal office, and
• the name and mailing address of the LLC's initial registered agent.

(N.J. Stat. § 42:2C-58 (2023).)

You can find more information about getting your business registered on the DOT website.

Consequences of Not Registering Your Business in New Jersey

The consequences of not registering your foreign LLC or corporation are very similar to those of other states. If you do business in New Jersey without a certificate of authority, then you can't file or maintain a lawsuit in the state. But failing to register doesn't invalidate your company's acts or contracts.

Additional considerations for corporations. Foreign corporations that operate without a certificate of authority can be fined between $200 and $1,000 each year it transacts without a certificate. The corporation can be fined for up to five years. (N.J. Stat. § 14A:13-11 (2023).)

Additional considerations for LLCs. If a foreign LLC doesn't obtain a certificate of authority, then its members and managers aren't automatically liable for the LLC's debts, obligations, and other liabilities. In other words, the failure to obtain a certificate by itself doesn't make the members or managers of the LLC liable. (N.J. Stat. § 42:2C-65 (2023).)

Additional Information About Registering Your Foreign Business

New Jersey has great resources available to businesses that are looking to operate in the state. You can visit the New Jersey business webpage to find information on planning, starting, operating, and growing your business. You can also use the Business Navigator to register your business and receive a personalized step-by-step guide that has information on business licenses, forms, and permits.

Qualifying your foreign business in New Jersey can get confusing. If you need legal advice on whether to register, which forms to file, or how to maintain your foreign registration, speak with a New Jersey business attorney. They can guide you through the process and answer any specific legal questions you have.