Form a Corporation in New Jersey.

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Choosing a Corporation Name

The name you choose for your corporation must be distinguishable from the name of any other registered or reserved New Jersey business entities, and it is not permitted to include language that states or implies that it is organized for some purpose other than one allowed by state law or stated in its articles of incorporation. It also may not have language that states or implies that the corporation is some other corporation, or words or phrases (or their abbreviations or derivatives) that are prohibited or restricted by the state.

The corporate name is, however, required to contain one of the following words or an abbreviation thereof: “incorporated,” “corporation,” “company,” or the abbreviation “Ltd.”-or words of equivalent meaning in another language.

Available corporate names can be reserved with the state for $50. An online search for an available name costs $15 if the search is not done at the same time as filing the new company’s certificate of incorporation.

Use our name search tool to check your name availability

Articles of Incorporation

Before starting up operations in the Garden State, state law requires that a certificate of incorporation must be filed with the New Jersey Division of Revenue, accompanied by a $125 fee. The certificate must be signed by at least one incorporator, who can be either a natural person of at least 18 years of age. The incorporator signs and files the certificate of incorporation with state, and it must include:

  • The name(s) and address(es) of the incorporator(s).
  • The names and addresses of the initial directors of the corporation.
  • The corporate purpose.
  • The duration of the corporation (if not perpetual)
  • The initial registered agent (typically an initial director or shareholder)
  • The address of the corporation’s initial registered office
  • The aggregate number of shares the corporation is authorized to issue

New Jersey also permits additional provisions for managing the business and regulating the affairs of the corporation to be included in the certificate of incorporation.

Registered Agent and Office

New Jersey corporations must maintain a registered agent in the state-a person or office designated to receive official state administrative and legal correspondence. The agent must have a business office that is identical to the registered office and be either an individual over 18 residing in the state, or a corporation with the authority to conduct business in the state.

The registered office must be the same as any of the corporation’s places of business; it may not be just a post office delivery box.

Bylaws

Bylaws lay out the corporation’s basic operating principles from both the managerial and legal perspectives. Corporations should maintain their bylaws at their main executive office, but are not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their initial meeting-making sure that they do not conflict with state law or provisions in the certificate of incorporation-and keep them updated.

Corporate bylaws should include at least the following:

How, when, and where shareholders’ and directors’ meetings are held

What authority directors have, how many there are, and how long they serve

How consensus on major decisions is reached with and without meetings

Duties and responsibilities of officers and how long they serve

How stock is issued

Requirements for providing annual financial information to shareholders

Directors

Officers may be listed in the bylaws or elected by the board. Officers’ positions should consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and any other officers as provided in the bylaws. An elected officer may appoint other officers in compliance with the bylaws.

An officer may hold more than one corporate office, but cannot execute, acknowledge, or verify any legal instrument acting in more than one capacity.

Requirement Reports

A New Jersey corporation must file an annual report with the New Jersey Department of Revenue each year outlining the corporation’s overall status.

The report must include:

The name of the corporation

The names and addresses of the corporation’s directors and officers

The name of its registered agent

The complete address of its registered office

The address of the corporation’s main business or headquarters office

Taxes

The New Jersey corporate income tax rate varies based on the amount of corporate income and other factors. The minimum annual corporate income tax is $200.

If the corporation is to be taxed as an S corporation, the state requires a separate application to be recognized in that status.

How our service works

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Filing Time & Price

The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

State Fee:

$0

State Filing Time:

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Expedited Filing Time:

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Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.
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Commonly Asked Questions For Starting a New Jersey Corporation

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