How to Incorporate in New Jersey

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).

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

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

File the articles of incorporation to create your corporation.

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).

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.

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.

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.

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.

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.

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.

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.

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

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