Form a Corporation in New Jersey
Everything you need to know about forming a Corporation in New Jersey. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation thereof (Corp., Inc., Co.). Search the NJ Division of Revenue and Enterprise Services business name database to confirm availability.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in New Jersey who will accept legal and official documents on behalf of the corporation. The registered agent can be an individual resident or a commercial registered agent service authorized to do business in NJ.
15-30 minutes
File the Certificate of Incorporation
Prepare and file the Certificate of Incorporation with the NJ Division of Revenue and Enterprise Services. The certificate must include the corporate name, registered agent information, number and class of authorized shares, and the name and address of each incorporator.
1-2 hours
Obtain an EIN from the IRS
Apply for a federal Employer Identification Number (EIN) from the IRS, which is required for tax filings, opening a business bank account, and hiring employees. This can be done online through the IRS website at no cost.
15-30 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold an Organizational Meeting and Adopt Bylaws — Conduct an initial organizational meeting of the board of directors to adopt corporate bylaws, issue shares of stock, elect officers, and address other preliminary business matters. Bylaws govern the internal operations of the corporation and are required under New Jersey law.
- •Register for New Jersey State Taxes — Register with the NJ Division of Taxation for applicable state taxes, including the Corporation Business Tax (CBT), sales tax, and employer withholding tax if hiring employees. Registration is completed through the NJ Online Business Registration portal.
- •Obtain Business Licenses and Permits — Depending on your industry and municipality, obtain any required federal, state, or local business licenses and permits. New Jersey's Business Action Center and the NJStart portal can help identify applicable licensing requirements for your specific business activity.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital through the issuance of stock and attract investors, including venture capital
- ✓Perpetual existence — the corporation continues regardless of changes in ownership or shareholder death
- ✓Eligibility to elect S-Corporation status with the IRS for potential pass-through taxation benefits, avoiding federal double taxation
Considerations
- •Potential for double taxation at the federal level — corporate income is taxed at the corporate rate and again when dividends are distributed to shareholders
- •More complex and costly to form and maintain compared to LLCs or sole proprietorships, with strict recordkeeping, bylaws, and meeting requirements under NJ law
- •Subject to New Jersey Corporation Business Tax with minimum annual tax obligations regardless of profitability, adding to ongoing compliance costs
Annual Obligations
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