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How to File a Certificate of Incorporation in New Jersey

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Filing for a New Jersey Certificate of Incorporation is an essential step when forming a corporation in the state. A Certificate of Incorporation ensures the New Jersey Treasury, Division of Revenue and Enterprise Services (DORES) has your corporation registered and has authorized it to do business in the state. New Jersey also calls this form a Public Record Filing, and all the information you provide in it will be available to the public.

This guide will take you through filing in New Jersey and explain what information you need to provide.

How to Complete the New Jersey Certificate of Incorporation Form

New Jersey is transitioning to a fully online filing system, and Business Formation fill-in-the-blank template forms are available on the New Jersey Portal. As of March 2021, paper forms are still available and can be returned in person, by mail, or by fax.

The Public Records Filing for a New Business Entity is part of a packet of information that allows businesses to complete several functions. When filling in the form, you’ll need to provide the following information:

• Business name: Enter the name, followed by an acceptable designator. The designators available in New Jersey include “Corporation,” “Incorporated,” “Company,” or an abbreviation of one of these words. The abbreviation (not the full word) “Ltd.” may also be used. DORES will add a designator if none is provided.
• Type of business entity: Domestic (in-state) companies can either choose Domestic Profit or Domestic Professional. Foreign companies can choose Foreign Profit or Foreign Profit “Doing Business As.”
• Business purpose: Provide a brief description of the business’s purpose. This is optional for domestic for-profit businesses.
• Stock: List the total number of shares. This is only for domestic for-profit corporations.
• Duration: If you want the business to exist indefinitely, leave the field blank. Otherwise, state the duration the business will run for.
• State of formation/incorporation: Foreign corporations must list their home state.
• Date of formation/incorporation: Foreign corporations must list the date they were incorporated in their home state.
• Contact information
• Registered agent: List one registered agent only. ZenBusiness has a registered agent service that can connect you with a professional who will accept legal documents for you and correspondence from the state’s business entity formation agency.
• Registered office: Provide a New Jersey street address.
• Main business address: List your main business address.
• Management: List the initial board of directors. For-profit corporations must have at least one.
• Incorporators: For domestic corporations only. You must have at least one incorporator.
• Entity-specific information: Depending on the type of corporation you have, you may need to provide specific information. For example, foreign corporations must attach a Certificate of Good Standing or Certificate of Existence from their home state. This cannot be more than 30 days old.
• Signature: For domestic corporations, the incorporators must sign the form. For foreign corporations, the president, vice president, or chief executive officer may sign corporate filings.

If filing using a paper form, you must include a service request sheet that has instructions on how to return the completed paperwork. Fax filing requests should have a cover sheet with these details.

Notes on Naming Restrictions

New Jersey corporations must follow certain naming rules for their name to be accepted by DORES. First, the name must be different from the name of any other business entity in the state. You can search the name on the Availability Look-Up Service via the DORES website. If your chosen name is available, you can reserve it while you prepare for filing. It can be reserved for 120 days and renewed an unlimited number of times.

New Jersey prohibits the use of some words in business names. These include blind, Olympic, trust, and urban renewal. A full list of restricted words is available from DORES. You must also include a designator. In New Jersey, the acceptable designators for corporations are “company,” “corporation,” “incorporated,” or the abbreviation of one of those words. You can also use “Ltd.” but not the full word “limited.”

A foreign corporation’s name must be exactly the same as the name used in its home state. If this name is the same as an existing New Jersey corporation, you must also establish a “Doing Business As,” or DBA, name. When using a DBA name, you must file for New Jersey incorporation using a paper form.

Domestic corporations can conduct business using a name other than their incorporated name. This is known as an alternate or fictitious name and must be registered through the online portal.

How to Submit the Form

Forms can be submitted online, in person, by mail, or by fax. Mail and in-person submissions must include payment by check, money order, credit card, depository account, or cash. For-profit entities must also submit paperwork in duplicate. With faxes, payment can be made by credit card or depository account. All faxed requests are considered expedited, so you must include an additional fee.

DORES doesn’t provide an approximate turnaround time for filings; however, there are many options for fast processing. Expedited filings take 8.5 hours and cost an extra fee. Same-day service is available for another. New Jersey also offers one- and two-hour turnaround times for larger fees. ZenBusiness can help you form your corporation quickly with our expedited filing options.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry Free Compliance service to put your mind at ease and focus on what’s important.

Conclusion

A New Jersey Certificate of Incorporation can help you establish your business in the state, but the process can be time-consuming. Consider letting ZenBusiness handle the Certificate of Incorporation filing for you with one of our business formation plans, and keep your focus on running your business.

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