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PCF makes it fast, easy and cost-efficient to Form a Corporation in New Jersey
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AND keep up with recurring New Jersey Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your New Jersey Corporation and we will notify you each year well in advance of the due date for
any required New Jersey Corporation reporting requirements
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If you're ready to form a New Jersey Corporation online now
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Check our New Jersey Incorporation options and prices
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If you need more information about forming a New Jersey Corporation online, the information below may help you understand the requirements and implications of
incorporating in New Jersey.
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Do I need a lawyer to form a New Jersey Corporation
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The short answer is no.
The state of New Jersey does not legally require a lawyer to form a
New Jersey Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a New Jersey Corporation.
However, if there is anything about Incorporating in New Jersey
that you're not sure about you should seek the advice of a competent New Jersey lawyer, a New Jersey accountant,
or both before you Incorporate in New Jersey.
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Once you have made the decision to Incorporate in New Jersey, a New Jersey lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new New Jersey Corporation.
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Put the money you save with PCF right where it belongs
into your new New Jersey Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a New Jersey Corporation
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1. Choose a name for your New Jersey Corporation
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- PCF will check to make sure that your New Jersey Corporation name is available, conforms to state of New Jersey
Corporation naming regulations, and will reserve your New Jersey Corporation name with the New Jersey Division of Revenue.
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Your New Jersey Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the New Jersey Corporation name that you choose must be distinguishable from the name of any other registered New Jersey Corporation or other
business entity and the name must also be different from any reserved names on record with the state of New Jersey.
Your New Jersey Corporation name must not imply that it was formed for a purpose other than that stated in your
Certificate of Incorporation;
and your New Jersey Corporation name must not be a name that is likely to mislead the public.
The name of a New Jersey Corporation must include "Corporation", "Company", "Incorporated" or an abbreviation of one of these words; or include the abbreviation "Ltd".
The state of New Jersey allows a Corporation to use an alternate name for a limited period of time, subject to certain New Jersey state requirements.
It's important to choose a good name for your New Jersey Corporation because if you want to change it after you incorporate you
will have to file amended Certificate of Incorporation with the New Jersey Division of Revenue (and pay a fee).
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2. Select an official address and a Registered Agent for your New Jersey Corporation
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- PCF can act as the official Registered Agent for your New Jersey Corporation.
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Every New Jersey Corporation must have an address that is physically located in the state of New Jersey.
This address is "registered" with the New Jersey Division of Revenue.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of New Jersey to receive all correspondence on behalf of the New Jersey
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many New Jersey Corporations hire a Registered Agent because they don't have a physical
address within the state of New Jersey or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your New Jersey Corporation
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All New Jersey Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your New Jersey Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Certificate of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your New Jersey Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of New Jersey or shareholders of the New Jersey Corporation unless the Certificate of Incorporation
or Bylaws require it.
Each New Jersey Corporation must have at least one Director.
Normally Directors for your New Jersey Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your New Jersey Corporation
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The Board of Directors elects Officers for your New Jersey Corporation in accordance with the Corporate Bylaws and Certificate of Incorporation.
Officers serve at the pleasure of the Board of Directors of the New Jersey Corporation.
Officers handle the day to day operation of the New Jersey Corporation.
Unless specifically prohibited by the Corporate Bylaws or Certificate of Incorporation, in a New Jersey Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the New Jersey Corporation.
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5. Determine how you want your New Jersey Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your New Jersey Corporation and include it with
your Incorporation documents.
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The New Jersey Corporate Income Tax Rate is variable depending on the annual net income of the New Jersey Corporation.
New Jersey Corporate Income Tax Rates vary from 6.5 to 9%.
You may form an S Corporation in New Jersey.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any New Jersey Corporate Income Tax.
The Corporation Tax structure in the state of New Jersey consists of three tax brackets:
- 0- $50,000 - 6%
- $50,001 - $100,000 - 7.5%
- Over $100,000 - 9%
The minimum New Jersey Corporation Business Tax for small businesses is $500.
For more New Jersey Corporate Tax Information click here |
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6. File a Certificate of Incorporation with the New Jersey Division of Revenue
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PCF can draft a Certificate of Incorporation that is specific to your New Jersey business and file it with
the New Jersey Division of Revenue. Should the need arise, PCF can also draft and file amendments to your Certificate of Incorporation.
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In order to form a Corporation in New Jersey you must file a Certificate of Incorporation with the New Jersey Division of Revenue.
The Certificate of Incorporation must include certain specific information about your New Jersey business. If the Certificate of Incorporation does not conform exactly to state of New Jersey requirements it will be rejected.
You may subsequently amend the Certificate of Incorporation for your New Jersey Corporation but you will have to pay a fee to the state of
New Jersey in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your New Jersey Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your New Jersey Corporation.
All New Jersey Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your New Jersey Corporation.
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Corporate stock is evidence of ownership of a New Jersey Corporation.
When you form your New Jersey Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small New Jersey Corporations hold 100% of the shares.
Stockholders in a New Jersey Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the New Jersey Corporation is able to make all Corporate business decisions.
New Jersey Corporations usually hold at least 51% of the corporate stock in order to retain control of the New Jersey Corporation.
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What do I have to do after I form my New Jersey Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your New Jersey Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the New Jersey Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the New Jersey Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or New Jersey law or
the New Jersey Corporation's Certificate of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal New Jersey office.
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2. Open a Business Bank Account in New Jersey
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It's very important that you have a separate business bank account for your New Jersey Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a New Jersey Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A New Jersey Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your New Jersey Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your New Jersey Corporation vary depending on your business activities
and the specific locations within the state of New Jersey in which you want to conduct business.
If your New Jersey Corporation will be selling products in New Jersey you may be required to obtain a Reseller's Permit from the appropriate
New Jersey state agency.
If your New Jersey Corporation will be selling products in New Jersey you will also be responsible for all applicable local and state of New Jersey
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your New Jersey Corporation into a form that complies with all
state of New Jersey requirements.
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Every New Jersey Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the New Jersey Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
New Jersey Corporation a lot of potential trouble.
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5. File the required New Jersey Corporation reports
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Every New Jersey Corporation must file an annual report each year with the New Jersey Treasury Department.
The New Jersey Corporation Annual Report includes basic information about your New Jersey Corporation including information on your Directors and Officers.
Failure to submit a properly completed New Jersey Annual Report to the New Jersey Division of Revenue on or before the
due date may subject your New Jersey Corporation to being administratively dissolved in the state of New Jersey or
having its authority to transact business in the state of New Jersey revoked by the New Jersey Division of Revenue.
Penalties may accrue if you fail to file any New Jersey Corporation Annual Report to the New Jersey Division of Revenue
by the due date.
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6. Keep proper records of your New Jersey Corporation on file
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Keep the following records on file and available at the principal business office of your New Jersey Corporation:
- Names and addresses of all Directors and Officers of the New Jersey Corporation
- Articles of Incorporation for the New Jersey Corporation and any Amendments to them
- Corporate Bylaws for the New Jersey Corporation and any Amendments to them
- List of current shareholders of the New Jersey Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the New Jersey Corporation
- Copies of all tax returns and Annual Reports for the New Jersey Corporation for the last 3 years
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New Jersey Foreign Corporation Qualification
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You want to do business in the state of New Jersey but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of New Jersey you must register with the New Jersey Division of Revenue as
a New Jersey Foreign Corporation.
The process of registering as a Foreign Corporation in the state of New Jersey is called New Jersey Corporation Foreign Qualification.
The process of New Jersey Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of New Jersey.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your New Jersey Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the New Jersey Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of New Jersey click here.
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