Let Legalzoom walk you through the incorporating process. With our help, creating a corporation is clear, simple, and can be done online in three easy steps. Protect your personal assets, save on your tax bill, and get the fringe benefits of a legally established business entity. Thousands of businesses have used Legalzoom to incorporate. So go ahead: go with experience. Take the next step and incorporate online today.
When incorporating in New Jersey with LegalZoom, we not only file your articles of incorporation with the New Jersey Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your New Jersey corporation.
New Jersey Incorporation Information
Incorporating in New Jersey
Choosing a business name is the first step in forming your New Jersey Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered New Jersey corporation and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the corporation is another business entity or that it is organized for a purpose other than that permitted by state law and its certificate of incorporation.
- May not contain words or phrases (or abbreviations or derivations of them), prohibited or restricted by the state, unless state restrictions have been complied with.
In addition, the name must contain one of (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
- The abbreviation "Ltd."
New Jersey allows a corporation to use an alternate name for a limited period of time, subject to certain state requirements.
Certificate of Incorporation:
If you are incorporating in New Jersey, a certificate of incorporation must be filed with the New Jersey Division of Revenue. New Jersey law requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Those incorporating in New Jersey must be a natural person at least 18 years old.
- Listing Requirements - The name and address of each incorporator must be listed.
New Jersey allows a corporation to be formed for any lawful business activity A specific purpose is required to be listed in the certificate.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The certificate of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: The names and addresses of the initial directors must be listed on the certificate.
Additionally, the certificate of incorporation must contain:
Optional Provisions: New Jersey also permits optional provisions to be integrated into the certificate of incorporation for corporations who wish to formalize additional criteria, such as:
- The aggregate number of shares that the corporation is authorized to issue.
- If applicable, the designation of each class and series of shares, as well as statements of their relative rights and the authority of the board to divide or change the designation of such shares.
- The complete street address of the corporation's initial registered office and the name of its initial registered agent at that office.
- The duration of the corporation, if not perpetual.
- Provisions managing the business and regulating the affairs of the corporation.
- The effective date of the certificate of incorporation, if later than the date of filing.
- Shareholder liability for corporate debts in certain situations.
- Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
The board of directors must adopt initial bylaws for the New Jersey incorporation. The board may thereafter make, alter or repeal bylaws unless the certificate of incorporation reserves this power exclusively to the shareholders.
Officers may be listed in the bylaws or elected by the board, and these 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 by-laws. Any officer elected may appoint other officers, in compliance with the bylaws.
Any officer may hold more than one office in the corporation, but no officer shall execute, acknowledge, or verify any legal instrument in more than one capacity.
Every New Jersey corporation must have a registered agent in New Jersey -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent in New Jersey must maintain a business office that is identical to the registered office and must be either: (1) a natural person at least 18 years old and residing in the state, or (2) a corporation with authority to transact business in the state.
Registered office:New Jersey requires that every corporation maintain a registered office in the state that may be the same of any of its places of business. A PO box is not acceptable.
Under New Jersey law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
An annual report must be filed with the New Jersey Treasury Department by a date designated by the State Treasurer. This report must indicate:
Income Tax Rate:
- The name of the corporation and for foreign corporations, the jurisdiction of incorporation;
- The complete address of the corporation's registered office and the name of its registered agent at that office in the state;
- The address of the corporation's main business or headquarters office;
- The names and addresses of the corporation's directors and officers; and
- The address of its principal office in the state, if any.
For information on the New Jersey state income tax rate, visit: http://www.state.nj.us/treasury/taxation/
New Jersey requires a separate application to be taxed as an S corporation for state tax purposes. The application is on Form CBT-2553.