New Jersey Incorporation

Harbor Compliance makes incorporating easy. Your specialist handles the paperwork to set up your corporation fast and helps you stay compliant.

Packages start at $499 plus state fees.


Incorporate Now

How to Incorporate in New Jersey

Harbor Business Compliance Corporation BBB Business Review

In my opinion, their "Human Touch" element is what really makes this company stand out! I wouldn't go anywhere else!
JanaeLaw Offices of Donald W. Hudspeth, PC

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.


Paperwork Cost Time
  • Public Records Filing for New Business Entity
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form NJ-REG: Business Registration Form
  • Incorporation: $125 + optional $15-$1,000 expedite fee + optional $.10/page for a return fax
  • Incorporation: ~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.

How to Incorporate in New Jersey

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:
Secretary of State database search
Name Reservation:
Optional
Suffix:
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 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: ACCESS PREMIUM DATA
Filing Method: ACCESS PREMIUM DATA
Agency Fee:

$125 + optional $15-$1,000 expedite fee + optional $.10/page for a return fax

Turnaround: ACCESS PREMIUM DATA
Law:

New Jersey Business Corporation Act

Notes:
  • Include cover letter or self-addressed stamped envelope for return
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

Keep minutes of this meeting. 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.

Submit to:
State of New Jersey - Department of the Treasury
http://www.state.nj.us/treasury/index.shtml
Form:
Form NJ-REJ: Business Registration Form
Guidance:
Registration Forms and Information
Fee:
$0
Filing Method:
Mail or online
Notes:
  • 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.
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.

13 Ongoing Filings to Maintain Your Corporation

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

Incorporate Today!

We set up your corporation fast and help you stay compliant.

© 2012 - 2020 Harbor Compliance. All rights reserved. Harbor Compliance does not provide tax, financial, or legal advice. Use of our services does not create an attorney-client relationship. Harbor Compliance is not acting as your attorney and does not review information you provide to us for legal accuracy or sufficiency. Access to our website is subject to our Terms of Use and Service Agreement.