How To File A New Jersey Corporation Amendment
Step By Step Guide To New Jersey Corporation Amendments
How to amend New Jersey Certificate of Incorporation:
Filing corporate amendments in New Jersey is complicated by the fact that you can submit several different forms to make changes to your New Jersey corporation. The division provides three different amendment forms for domestic corporations. You are not required to use the New Jersey Division of Revenue forms to amend your certificate of incorporation. You may draft your own amendment. However, the division recommends using their forms because if the filing does not include all the required information, it will be rejected.
- C-102, Certificate of Amendment by Incorporator(s) is for profit and nonprofit corporations that have not yet held an organizational meeting of the first board of directors or trustees.
- C-102A, Certificate of Amendment by Shareholders(s) is for profit corporations. C-102B, Certificate of Amendment by Members or Trustees is for nonprofit corporations.
- Another option is to file one of the forms included in the New Jersey Business Registration Packet. These forms are also available on the Division of Revenue website (see link below). The Business Entity Amendment Filing form (page 39) can be used to change numbered articles in the original certificate of any entity.
How do I actually file the amendment form with the New Jersey Division of Revenue?
You can submit the amendment form by mail, fax, or in person. There are specific filing instructions for each option. You should always include a filing coversheet.
Mail or in person
You may submit the amendment to the Division of Revenue by regular mail, USPS overnight, express mail, courier, or in person. You need submit the original amendment and a duplicate.
The filing cover letter must include:
- The name of firm or individual submitting the amendment;
- Payment method:
- Credit card, number, cardholder name, billing address,
- Division of Revenue depository account number, or
- Description of the filing (“Certificate of Amendment”);
- If filing in person, choose expedited or same day processing;
- The entity’s name;
- The entity’s business ID; and
- Return instructions:
- Include a return address for mailed documents, or
- If you delivered documents by express or courier and you want them returned that way, include completed air bill
Checks should be payable to the Treasurer, State of New Jersey. The Division of Revenue does not accept cash.
Complete the amendment form, prepare a fax coversheet and fax your form to the division. Your fax coversheet must be entitled DIVISION OF REVENUE FACSIMILE FILING SERVICE REQUEST.
The fax filing coversheet needs to include:
- The name of the firm or individual filing the form;
- Date of submission;
- Method of payment:
- Visa, MasterCard, or Discover Card number, name, address, and expiration; or
- Division of Revenue depository account number;
- Description of the service requested;
- Choice of expedited or same day service;
- Business name;
- Total number of pages (including coversheet); and
- Fax number to fax filed documents back to
Fax the form and the coversheet to the New Jersey Division of Revenue at 609-984-6851.
If your document is accepted, it will be stamped “filed” and faxed back to the filer with a receipt.
If it is rejected, the unfiled document will be returned with a rejection notice and the fee is refunded.
Can you re-state the initial certificate instead of filing an amendment?
Yes. You would file Restated Certificate form to restate or restate and amend the certificate of incorporation. For profit corporations would file form C-100A Restated Certificate of Incorporation. There are two pages required to restate the certificate. Make sure you submit both pages to the Division of Revenue.
The filing fee for a restated certificate is $75.
Are there any specifics you can or can’t include with a New Jersey corporation amendment?
You can amend articles such as your business name or New Jersey registered agent information. You also can change any other original articles.
How much does a New Jersey corporation amendment cost?
The certificate of amendment filing fee is $75.
If you file over-the-counter, there is an additional $15 fee for 8.5 business hour expedited service.
If you fax the certificate of amendment, you pay the filing fee, an expedite fee, and a $1 per page fax back fee for returning filed documents. The additional expedite fee for 8.5 business hour processing is $15. The expedite fee for same day processing of faxed documents is $50
How long does it take the state to process a New Jersey corporation amendment?
Mailing documents is the slowest way to file with the Division of Revenue. Expect 3-10 business days for Division of Revenue processing plus 3-6 days mail time each way. Include a self addressed stamped envelope to minimize processing time.
Over the counter filings are processed in 8.5 business hours. Fax filing is also expedited. You can choose 8.5 business hour or same day processing. Documents submitted for same day processing by 12:30 done by 5:00 (on business days).
How will the New Jersey corporation amendment be returned?
Mailed documents are mailed to the registered office address. If you request that documents be mailed to a different address, (on a self addressed envelope or cover letter) the division of revenue will send documents to that address.
If you select expedited processing, you can include instructions as to how you would like the filing returned to you. You may choose to have expedited documents picked up by a courier or express mail service if you include a package and air bill.
What state agency do you file an amendment with?
Mail or USPS overnight:
New Jersey Division of Revenue
PO Box 308
Trenton, NJ 08625-0308
Over the counter, express mail, or courier:
33 West State Street, 5th Floor
Trenton, NJ 08608-1214
Fax filings: (609) 984-6851
Can you change the New Jersey corporation officers or directors on an amendment?
Yes you can file an amendment to the article of the certificate that lists officers and directors.
You will have to list the corporations officers and directors in the annual report.
Can you change the New Jersey registered agent on the amendment?
Yes. You can change the corporation’ registered agent when you file an amendment.
You can also change the New Jersey registered agent when you file the New Jersey corporation annual report.
Can you change the principal office address and/or the mailing address on an corporation amendment?
A domestic New Jersey corporation can change its principal office or mailing address either via an amendment or on the annual report. However, a foreign New Jersey corporation (a corporation that does business in New Jersey but wasn’t formed there) can only update its address on the New Jersey annual report.