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.

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.

Requiment 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.

Learn more about incorporating in New Jersey

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silver

$49

+ $130 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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of our competitors advertise.

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Gold

$149

+ $130 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $130 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a New Jersey Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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