Form a S-Corp in New Jersey
Everything you need to know about forming a S-Corp in New Jersey. Filing fees, requirements, timeline, and step-by-step guidance.
Want this turned into your personalized S-Corp roadmap for New Jersey?
Sign up free — we'll track every step, deadline, and what comes after the LLC.
How to File
Choose a Corporate Name
Select a unique business name that includes a required corporate designator such as 'Inc.', 'Corp.', or 'Incorporated'. Conduct a name availability search through the New Jersey Division of Revenue and Enterprise Services online portal to confirm the name is not already in use.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in New Jersey who is authorized to receive legal documents and official state correspondence on behalf of the corporation. The registered agent can be an individual resident or a commercial registered agent service.
1-2 hours
File the Certificate of Incorporation
Prepare and file the Certificate of Incorporation with the New Jersey Division of Revenue and Enterprise Services either online via the NJBGS portal or by mail. The filing requires the corporate name, registered agent information, purpose of the corporation, and the number of authorized shares.
1-2 hours
Obtain an EIN from the IRS
Apply for a Federal Employer Identification Number (EIN) from the IRS online at no cost, which is required for tax filings, opening a business bank account, and hiring employees. This number identifies your corporation for all federal and state tax purposes.
15-30 minutes
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •File IRS Form 2553 for S-Corp Election — Submit IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status, ensuring all shareholders sign the form. The election must be filed no later than two months and 15 days after the beginning of the tax year for which the election is to take effect.
- •Create Corporate Bylaws and Hold Organizational Meeting — Draft corporate bylaws governing internal operations including officer roles, shareholder meetings, and voting procedures, then hold an initial organizational meeting of the board of directors to adopt bylaws, appoint officers, and issue stock. New Jersey does not require bylaws to be filed with the state but they are essential for corporate governance.
- •Register for New Jersey State Taxes and Obtain Licenses — Register your corporation with the New Jersey Division of Taxation for applicable state taxes including the Corporation Business Tax (CBT) via the NJ Business Registration Application (Form NJ-REG), and obtain any required local or industry-specific business licenses or permits. New Jersey S-Corporations are subject to a minimum CBT of $375 annually.
Advantages
- ✓Pass-through taxation avoids double taxation — corporate income and losses pass directly to shareholders' personal tax returns, avoiding federal corporate income tax at the entity level
- ✓Shareholders who are active in the business may reduce self-employment tax by splitting income between reasonable salary and distributions, potentially saving thousands annually
- ✓Limited liability protection shields shareholders' personal assets from business debts and legal judgments
- ✓Enhanced credibility and perpetual existence as a formally recognized corporate entity, which can make it easier to attract investors, obtain financing, and win contracts
Considerations
- •Strict IRS eligibility restrictions limit S-Corps to 100 shareholders, only one class of stock, and require all shareholders to be U.S. citizens or resident aliens, limiting flexibility for growth and outside investment
- •New Jersey imposes a minimum Corporation Business Tax (CBT) of $375 annually regardless of profitability, along with a $75 annual report fee, adding ongoing compliance costs compared to a sole proprietorship
- •More administrative burden than an LLC, including requirements to hold regular board meetings, maintain formal minutes, issue stock, and adhere to corporate formalities to preserve liability protection
Annual Obligations
What OpenChamber Does
We don't file paperwork for you — we guide you through doing it yourself, which saves money and helps you understand your business from day one.
Personalized Checklist
Every task you need, organized by priority and tailored to New Jersey.
Vetted Professionals
When you need help, we connect you with professionals we trust.
Progress Tracking
Never lose track of where you are or what's next.
Track Your Progress
Get a personalized checklist for forming your S-Corp in New Jersey — and everything that comes after.
Get Your Free Checklist