Form an S-Corp in New Jersey
Everything you need to know about forming an S-Corp in New Jersey. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose and Reserve a Business Name
Search the New Jersey Division of Revenue and Enterprise Services business name database to ensure your desired corporate name is available and meets NJ naming requirements (must include 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation). You may optionally reserve the name for 120 days by filing a Name Reservation application for a $50 fee.
30-60 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in New Jersey who is available during normal business hours to receive legal and official correspondence on behalf of the corporation. The registered agent can be an individual resident, a domestic corporation, or a qualified foreign corporation authorized to do business in NJ.
15-30 minutes
File the Certificate of Incorporation
File the Certificate of Incorporation (Form DOS-1694 or online equivalent) with the New Jersey Division of Revenue and Enterprise Services. The certificate must include the corporate name, registered agent information, the corporation's purpose, the number of authorized shares, and incorporator information. The filing fee is $125.
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 to open bank accounts, hire employees, and file taxes. The EIN is also necessary before making the S-Corporation election with the IRS.
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-Corporation Election — Submit IRS Form 2553 (Election by a Small Business Corporation) to elect federal S-Corporation tax status. The form must be filed no more than 2 months and 15 days after the beginning of the tax year in which the election is to take effect, or at any time during the preceding tax year. All shareholders must consent to the election.
- •Register for New Jersey State Taxes — Register your S-Corporation with the New Jersey Division of Taxation using Form NJ-REG (Business Registration Application) to obtain a New Jersey tax identification number and register for applicable state taxes, including the Corporation Business Tax (CBT). New Jersey generally conforms to the federal S-Corp election, but review whether a separate NJ CBT-2553 election is needed for shareholder-level treatment.
- •Adopt Bylaws and Hold Organizational Meeting — Draft and adopt corporate bylaws governing internal management, then hold an organizational meeting of the board of directors to appoint officers, authorize the issuance of stock to shareholders, and address any initial corporate business. Maintain a corporate records book with minutes, bylaws, and stock records to preserve liability protection.
Advantages
- ✓Pass-through taxation avoids federal corporate double taxation, with income and losses flowing directly to shareholders' personal tax returns.
- ✓Shareholders who are active in the business may reduce self-employment taxes by splitting income between reasonable salary and S-Corp distributions.
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments.
- ✓New Jersey automatically recognizes the federal S-Corporation election, simplifying state-level compliance for most corporations.
Considerations
- •New Jersey imposes a minimum Corporation Business Tax (CBT) of $500 to $2,000 annually on S-Corporations based on gross receipts, unlike some states that impose no entity-level tax on S-Corps.
- •S-Corporations face strict IRS eligibility restrictions: no more than 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or resident aliens, limiting flexibility for growth and outside investment.
- •Greater administrative burden than an LLC, including mandatory bylaws, board meetings, officer appointments, and formal record-keeping to maintain corporate status and liability protection.
Annual Obligations
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