How to Incorporate in New Jersey

Education

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:
   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

   Before you officially file to create your New Jersey LLC, you will need to decide who your New Jersey registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file New Jersey articles of organization with the New Jersey Department of the Treasury.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in Branchburg
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

4. File New Jersey Articles of Incorporation

   File the articles of incorporation to create your corporation.

   Agency:	New Jersey Department of the Treasury
   Filing Method:	Online
   Agency Fee:	$125 + $3.50 credit card service fee + 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:	The business registration process is the formation process for any business in New Jersey. Once the formation process is complete, businesses that are eligible to receive a Business Registration Certificate can download a copy within two days of approval or one will be mailed to the address on file within 10 business days. A Business Registration Certificate is used for public contracting and applying for grants/tax credits. Not all businesses are issued a Business Registration Certificate after they complete the formation process. This does not mean that they are not qualified to do business in New Jersey.

5. Establish Bylaws & Corporate Records

   Your corporation must keep correct and complete books and records.

   Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

   A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

   Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

   • Meeting minutes
   • Shareholder resolutions
   • EIN verification letter
   • Amendments and other filings made to the corporation over its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

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. Report Beneficial Ownership Information to FinCEN

    As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Non-exempt corporations formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is kept up to date.

11. 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.

12. 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.

13. 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.

14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    
    

    Annual Report

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state.

    Agency:	New Jersey Department of the Treasury
    Filing Method:	Online
    Agency Fee:	$75 + $3 credit card fee
    Due:	Annually by the end of the month prior to the registration anniversary month. If you incorporated or foreign-qualified on April 15, then your annual report is due every year by March 31. Reports may be filed up to 3 months in advance of the due date. The state provides a 30-day window after the due date where registrants can file without penalty.
    Law:	NJ Stat. § 14A:4-5
    Original Ink:	Not Required
    Notarization Required?:	Not Required
    Penalties:	No late fee. Your business can be dissolved or revoked if you fail to file 2 annual reports in a row.
    Notes:	Either the registered agent or a corporate officer may file. Changing the registered agent or registered office is an additional $25 fee.

    
    

    For more details, see our New Jersey annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your New Jersey corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.