How to Incorporate in New Jersey

If you’re looking to incorporate in New Jersey, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

1. Choose a corporate structure

   Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in New Jersey".

   Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in New Jersey".

   C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2. Check Name Availability

   The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

   Name Search:	New Jersey Department of the Treasury
   Name Reservation:	Optional
   Suffix Requirements:	Shall contain the word "corporation," "company," "incorporated," or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. or shall contain words or abbreviations of like import in other languages. A foreign corporation which does not have those words or an abbreviation thereof in its name shall add at the end of its name one of those words or an abbreviation thereof for use in this State.  New Jersey Statutes 14A:2-2

3. Appoint a Registered Agent

   Identify the corporation’s New Jersey registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4. File New Jersey Articles of Incorporation

   File the articles of incorporation to create your corporation.

   Agency:	New Jersey Department of the Treasury
   Form:	Public Records Filing for New Business Entity
   Filing Method:	Mail, in-person, fax, or online
   Agency Fee:	$125 + optional $15-$1,000 expedite fee + optional $.10/page for a return fax
   Turnaround:	~4 weeks. ~8.5 hours for $15 expedited fee. Same-day for $50 expedite fee. ~2 hours for $500 expedite fee. ~1 hour for $1,000 expedite fee.
   Law:	New Jersey Business Corporation Act
   Notes:	Include cover letter or self-addressed stamped envelope for return
   Fact Checked:	6/16/17

5. Establish Bylaws & Corporate Records

   Your corporation must keep correct and complete books and records.

   Each corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board and executive committee, if any.
   New Jersey Statutes §14A:5-28

   Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.
   
   Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
   
   Draft bylaws (potentially using a template) which is the governing document for the corporation. Your corporation has the power ""to make and alter by-laws for the administration and regulation of the affairs of the corporation"" (New Jersey Statutes §14A:3-1). The initial by-laws of a corporation shall be adopted by the board at its organization meeting (New Jersey Statutes §14A:2-9).

6. Appoint Initial Directors

   The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7. Hold Organizational Meeting

   Hold the first meeting of the board of directors.

   On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board so named, to adopt by-laws, elect officers, authorize the issuance of shares, and transact such other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each director named in the certificate of incorporation, which notice shall state the time and place of the meeting.
   New Jersey Statutes §14A:2-8

   The following state laws apply unless overridden by the organizational documents, where permissible.

   Directors	Officers
   Number: One or more required. Qualifications: None. Quorum: Majority of directors, unless bylaws or certificate of incorporation fixes a different number. No less than one third.	President, secretary, and treasurer required.

8. Issue Stock Certificates

   The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

   The following state laws apply unless overridden by the organizational documents, where permissible.

   Shareholders	Annual Shareholder Meeting
   Qualifications: N/A Stock Certificate: Not required. Voting Trusts Allowed: Yes.	Required: Yes. Action by written consent: Allowed if by all shareholders entitled to vote on the action.

9. Get a Federal Employer Identification Number (EIN)

   Your corporation must obtain an EIN regardless of whether it will hire employees.

   Submit to:	Internal Revenue Service http://www.irs.gov/
   Form:	IRS Form SS-4
   Guidance:	IRS Pub 1635: Understanding Your EIN
   Filing Method:	Mail, phone, fax, or apply online with the IRS
   Fee:	$0
   Turnaround:	Immediately online
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session.

10. Get New Jersey State Tax Identification Numbers/Accounts

    This filing registers your corporation for applicable taxes.

    
    

    Agency:	New Jersey Department of the Treasury
    Form:	Form NJ-REJ: Business Registration Form
    Filing Method:	Mail or online
    Agency Fee:	$0
    Notes:	Registration Forms and Information Submit within 60 days of filing business entity. If the corporation will collect sales tax, submit NJ-REG at least 15 days prior to the date of your first sale. You will receive a Certificate of Authority for sales tax and 12-digit identification number.
    Fact Checked:	5/12/20

11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.

12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

    
    

    New Jersey Business License

    Not required

    
    
    

    General Business License licensure is not required on the State level in New Jersey.

    New Jersey does not have a general business license at the state level, but local licenses are often required.

13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

    • New Jersey corporations are required to file a New Jersey Annual Report.