Incorporating your business in New Jersey means following state requirements. Find out what you'll need to register, information about forms and fees, naming requirements and more.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: November 28, 2023 · 4 min read
A corporation is a limited liability entity, meaning your personal assets are protected from your business’s debts and obligations. Forming a corporation can also help to protect you personally if someone sues one of your business partners or employees. There may also be other benefits to forming a corporation, including tax savings and increased appeal to investors.
Unless you specify a later date, your corporation begins its existence when you file its certificate of incorporation and pay a filing fee with the Division of Revenue of the New Jersey Department of the Treasury. The certificate of incorporation can contain many provisions, but it must contain the following:
A corporation can offer different types of stock, called classes or series. These classes can offer different rights to their shareholders. For example, some classes of stock may offer voting rights while others do not. Regarding stock structure, the following applies:
In regards to the corporation’s stock structure, your certificate of incorporation must contain the following information:
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Before filing a certificate of incorporation, you should find out if your proposed corporate name is available. You can either do this either by calling the state and paying a fee or by using an online entity name check service.
You can reserve a name for 120 days by submitting a form to the Division of Revenue and paying a fee.
Your corporation name must meet the following criteria:
A person or entity that signs and files the certificate of incorporation is called an incorporator. Once the corporation has been formed, the directors take over, and the incorporators have no further responsibilities.
The following guidelines apply when specifying incorporators:
Corporate directors set and implement corporate policies and strategies. They also manage the corporation, though they may delegate duties to officers and committees.
You must meet the following requirements when specifying your corporation’s directors:
All corporations must designate a registered agent to receive legal documents on behalf of the corporation. A registered office is the place where those documents are sent.
The following requirements apply when specifying your corporation’s registered agent:
You can state your corporation’s purpose in general terms, which affords your corporation the greatest flexibility if you decide to change the purpose of your business at some point. The following general-purpose language is authorized by New Jersey’s statutes: “The purpose for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under N.J.S.A. 14A:1-1 et seq.”
A corporation’s bylaws describe its operating procedures and usually include such provisions as the number of directors and officers, their duties and the way directors’ and shareholders’ meetings will be conducted.
Bylaws are not required to form a corporation, but once the corporation exists, the directors must meet to adopt bylaws. New Jersey does not require bylaws to include any specific provisions.
The Division of Revenue of the New Jersey Department of the Treasury requires a fee when filing a certificate of incorporation, searching the availability of a corporation name, or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
Ready to start a corporation in New Jersey? LegalZoom provides New Jersey corporate formation and filing services, including providing a registered agent in New Jersey.
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