New Jersey Corporation
Everything You Need to Know About New Jersey Corporations:
New Jersey Incorporation Options
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How to Incorporate in New Jersey
To start a corporation in New Jersey, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation (also referred to generally as a “Certificate of Formation” or “Public Records Filing”) with the New Jersey Division of Revenue and Enterprise Services. You can file this document online. The filing costs $125 to file. Once filed with the state, this document formally creates your New Jersey corporation.
Per NJ Rev Stat § 14A:4-1 (2019), every New Jersey corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your certificate wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Division of Revenue and Enterprise Services’s New Jersey Business Name Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your New Jersey Certificate of Incorporation. Follow along with our filing instructions below:
Filing the New Jersey Certificate of Incorporation
Learn more about each Certificate of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your New Jersey business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $38 out the door with our VIP monthly payment option.
NOTE: While the state may still accept the old paper filing, they are transitioning to fully online incorporation. The steps below are for online signup, but the paper form requests the same information, barring a few optional items.
1. Business Type
The state uses the same online and paper form for different entities. For a regular business corporation, select “NJ Domestic For-Profit Corporation” online or “DP” on the paper form.
2. Business Name
Online, the form will automatically check if the name is available (but not if the same is too similar to another, so it’s still a good idea to do a thorough name search before filling out your application.) The state also has quite a few words you can’t use as well, including some surprising ones like “blind,” “cemetery,” “mail,” “Olympic” and “urban renewal.”
3. Business Designator
At the end of your business name, you’ll need a corporate identifier, such as “Corporation,” “Company,” “Incorporated” or an abbreviation for one of these words, such as “Corp” or “Inc.” On the paper form, you’ll include this with the name.
This category is optional. While the Division of Revenue & Enterprise Services websites says you need an EIN to incorporate, this is only if want to sign up for tax registration, withholding, etc. at the same time. Note that it’s unusual for businesses to get an EIN before formation (but not impossible).
This category is also optional. The NAICS code is the category of business you are undertaking. If you choose to provide one, you can use the link on the state online form to find the most appropriate code to describe your business.
Want your corporation to continue indefinitely? Leave “perpetual” in the box in online form (or skip this section on the paper form). Prefer to put a self-destruct timer on your business? Enter the number of years you’d like your New Jersey corporation to exist in the space instead. Tip: Most corporations have perpetual duration.
7. Effective Date
Don’t add or change anything in this section if you’d like your business to start immediately. Otherwise, enter an effective date up to 90 days in the future if you want to hold off until, say, the start of the next tax year.
List the number of shares you wish to create. You must create at least one share. You can distribute some or all of these shares later on at your organizational meeting.
This section is optional. If you’d like to add a specific purpose, such as brief description of your primary business activity, you can do so here.
10. Main Business Address
This section is optional as well. To better maintain privacy, you can skip this section or use our business address when your hire us.
11. Registered Agent and Office
For your New Jersey registered agent, you can list an individual state resident (like someone in your New Jersey corporation) or a business that provides registered agent service (like Northwest). Your registered office is the address where your agent will be regularly available to accept legal mail for your business. Rather not list your personal home or office address on this public filing? When you hire Northwest, our information goes here.
12. Board of Directors
List the names and addresses of the directors on your board of directors. For-profit corporations must list at least one director. When you hire us, you can use our business address in the address section here.
Your incorporator signs and submits your Certificate of Incorporation. You need at least one incorporator, who is often a director or officer but doesn’t have to be anyone in your corporation. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your New Jersey corporation.
Why Have a Registered Agent Form Your New Jersey Corporation?
Professionals in New Jersey hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Marlton, NJ. We’re on a first name basis with the people who work in the Division of Revenue. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Marlton registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Newark, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in New Jersey. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My New Jersey Corporation Is Formed?
After your New Jersey Public Records Filing are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my New Jersey corporation need an EIN?
The state of New Jersey directs you to obtain your EIN before registering your corporation. Also, the IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my New Jersey corporation?
Yes. State statute NJ Rev Stat § 14A:2-9 (2019) notes that bylaws shall be adopted by the board at its organizational meeting.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
New Jersey bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, NJ Rev Stat § 14A:2-9 (2019) states that shareholders may forbid the board of directors from altering any bylaw that the shareholders make. It also allows you to require that New Jersey federal and state courts be the sole venue for certain legal actions brought against your corporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your New Jersey corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for New Jersey organizational meetings?
The organizational meeting is to be called by a majority of board members, and they’re required to give a minimum of five days notice by mail to each director named in the Certificate of Incorporation before holding the meeting.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my New Jersey corporation?
To open a corporate bank account in New Jersey, you’ll need to bring the following with you to the bank:
The corporation’s bylaws
A copy of the New Jersey corporation’s Certificate of Incorporation
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File New Jersey Reports & Taxes
In New Jersey, corporations file an annual report each year. In addition, corporations are subject to state taxes, including the Corporate Business Tax.
What is the New Jersey Annual Report?
The New Jersey Annual Report is a $75 form your corporation is required to file each year with the Division of Revenue and Enterprise Services. In your report, you update your ownership information and confirm your contact information.
Miss your filing deadline? There’s no late fee, but if you fail to file two years in a row, the state will dissolve your corporation. When you hire Northwest as your registered agent, we’ll send you reminders to file your reports. Or, for $100 plus state fees, you can hire us to file your New Jersey Annual Report on behalf of your corporation.
How much is the New Jersey Annual Report?
$75 plus a $3 credit card processing fee if you file online.
When is the New Jersey Annual Report due?
The Annual Report is due by the end of the registration anniversary month. So if you incorporated in June, then your report is due by June 30th each year.
What should I know about New Jersey corporate taxes?
Instead of a traditional corporate income tax, New Jersey has a Corporate Business Tax. The following rates are based on your corporation’s entire net income (but only applied to your taxable income):
6.5%: $0 to $50,000
7.5%: $50,001 to $100,000
9.0%: over $100,000
So, if your entire net income is $101,000, you’ll then pay a 9% rate on all your taxable income. There’s a minimum tax of $500.
Have an S corp? Even though most S corp income isn’t subject to corporate rates, the state still imposes a $375 minimum tax. (Note also that a federal S election isn’t sufficient for S corp tax status in New Jersey—you’ll also have to fill out S election Form CBT-2553 with the state’s Division of Taxation.)
The state sales tax is 6.625%. Cities and counties don’t add on local sales taxes, so customers will pay the same 6.625% at the counter from Newark to Atlantic City.
Do corporations have to register with the New Jersey Division Of Revenue?
All corporations incorporated in New Jersey must file the tax/employer registration form (Form NJ-REG).
New Jersey Corporation FAQs
How can I submit the New Jersey Certificate of Incorporation?
You can file New Jersey certificate online or by mail. However, filing by mail is being phased out and can take 3 months or more to process, whereas online formation is usually completed within 48 hours. For this reason, online filing is highly encouraged. Mailed filings must be submitted to the following address:
Department of the Treasury
Division of Revenue and Enterprise Services
PO Box 308
Trenton, NJ 08646
How much does it cost to start a New Jersey corporation?
$125. Online filings are also subject to a credit card fee of $3.00.
Hire us for a one-time fee of $355, including the state filing fees, and we’ll have it formed usually within 48 hours. Or, pay just $38 out the door with our VIP monthly payment option.
How long does it take to start a New Jersey corporation?
Filing online is usually complete within 48 hours. Filing by mail is highly discouraged and can take at least 3 months to complete.
Does a New Jersey corporation need a business license?
The state doesn’t have any sort of general business license. However, cities and counties sometimes have their own licensing requirements, most often for specific business activities. Newark, for instance, licenses over 40 different kinds of businesses, from arcades to kennels.
For some license applications you may need an EIN or a certified copy of your Certificate of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign New Jersey corporation?
A corporation formed outside of the state of New Jersey—but which conducts business in the state—is considered a foreign New Jersey corporation. For example, if you incorporated in New York but decide to open a storefront in New Jersey, you would be a foreign New Jersey corporation. This also means you would need to register with the state by filing a New Jersey Registration Application with the New Jersey Department of Revenue and Enterprise. Foreign corporations are required to file the New Jersey Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. The filing fee to incorporate a nonprofit is lower ($75). New Jersey nonprofits must file an annual report each year.
How can I get a New Jersey phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order New Jersey Incorporation Service
Our New Jersey incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $38 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your New Jersey Certificate of Incorporation to the Treasury Department, Division of Revenue and Enterprise Services. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the New Jersey Division of Revenue has approved your filing, we notify you that your New Jersey corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.