How to Incorporate in New Jersey
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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.
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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).
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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 -
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 Marlton
- 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
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File New Jersey Articles of Incorporation
File the articles of incorporation to create your corporation.
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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.
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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.
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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:2-8The 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.
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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.
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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. -
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.
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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.
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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.
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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.
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.
Helpful Tools
LLC, C-Corp, or S-Corp?
Choose which one is right for you.
Limiting Your Liability
Do you need liability insurance, limited liability protection, or both?
