Start a New Jersey Corporation

Step 1: Name Your New Jersey Corporation

You’ll need to name your business entity in the state of New Jersey. New Jersey requires that a business name be unique. Fortunately, you can verify available business names by checking its availability with the New Jersey Secretary of State.

New Jersey Corporation Name Rules

There are some rules you’ll need to follow when choosing your name, though. New Jersey restricts certain terms that cannot be used without prior state approval. You need to email the Corporate Filing Department to get cleared if your desired business name includes:

• Bank/banker/banking
• Blind
• Cemetery
• Citius Altius Fortius
• Con-Con
• DBA
• E-Com
• Express Mail
• Handicapped
• Insurance
• Little League
• Mail
• Olympia/Olympiad/Olympian/Olympic/Olympus
• Realtor
• Savings
• Trust
• United States Olympic Committee
• Urban Renewal
• USPS
• ZIP Code

New Jersey also mandates that business names do not contain any form of profanity. 

Along with restricted words, some terms need to be included if your business is a corporation. 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.

Reserving a Business Name

Once you select the name you want to use, you can reserve it for 120 days. You will need to file the Application for Reservation of Name to reserve a business name for a corporation in the state. The form requires you to submit your personal information, the requested business name, and a $50 fee. You can do this online or mail your form to: 

NJ Division of Revenue
P.O. Box 308
Trenton, NJ 08646

Get an alternate name for your New Jersey corporation

In addition to selecting your legal business name, you can also select an alternate name, referred to as a “doing business as” (DBA) name in other states. Your alternate name is not subjected to the same availability restrictions as your legal name. You will need to fill out the Registration of Alternate Name form online or by mail and pay $50 to reserve the name for five years.

Before fully committing to your business name, though, you may want to search online to make sure it isn’t trademarked at the federal and state levels. Although not required, you can reserve your trademark at both levels, keeping in mind that a federal trademark offers broader protections.

Step 2: Appoint Directors

To form a New Jersey corporation, you also have to have directors as part of your business structure. These business leaders will be in charge of managing the corporation, including setting the policies that the business follows.

The state requires at least one director who is at least 18 years old, but it does not require directors to be residents of New Jersey. There are also no limitations on the maximum number of directors, so you can designate how many you want in your bylaws and any other criteria outside of what is required by New Jersey law. 

How to Manage Corporation Directors

To determine how your organization will manage its directors, we recommend the following steps:

• Gather the members of your organization before filing your Certificate of Incorporation to write your bylaws. These bylaws will determine how many directors will run your business and their responsibilities.
• Use this opportunity to determine who will serve as your incorporators, who will form the business and sign for it as it becomes a corporation. Also, outline who will be the initial directors once the business is formed.
• Keep in mind that an owner does not have to be a director, although they can be, and you can set your prerequisites for being a director in your bylaws.

Step 3: Choose a New Jersey Registered Agent

A registered agent is a designated person who agrees to be served with any services of process (lawsuits) against the corporation and to receive communication from the state regarding notices or demands for doing business. New Jersey requires a registered agent to fit the following criteria:

• They are at least 18 years old.
• They have been appointed by the corporation in question and are authorized to receive official communication on behalf of the business.
• They have a registered office in the state.

Who Can be Your Registered Agent

To select the right agent, consider who would be willing to take on this responsibility. The state does allow owners and business founders to serve as registered agent, provided they meet the criteria above. However, this might not be the wisest decision, as you will have to be available at the registered office address during normal business hours, Monday through Friday. Some of your information will also become public. 

Step 4: File the New Jersey Articles of Incorporation

The Certificate of Incorporation is a legal document you file to create your corporation. This serves are your official business registration. Different states have various names for this document, like “Articles of Incorporation,” but in New Jersey, it is called the Certificate of Incorporation. You can submit your Certificate of Incorporation online using New Jersey’s Division of Revenue and Enterprise Services portal.

To complete this registration for a corporation, you will need the following information:

• Business name
• Business entity type (This form is used for various business entity types, so use the appropriate code listed in the instructions on the form.)
• Business purpose (This is optional for domestic for-profit corporations.)
• Number of authorized shares of stock 
• The name, physical address, and mailing address of the registered agent
• Names and addresses of all directors
• Names and addresses of all incorporators

Although you can fill out an online application with this information, you can fill out a paper form and mail it to: NJ Division of Revenue Corporate Filing Unit P.O. Box 308 Trenton, NJ 08646 You will also need to include a filing fee of $125. All legal business entities must file these Articles of Incorporation to be considered a legal entity in New Jersey.

How fast can I form my New Jersey corporation? 

If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. With our rush filing services, you can form your corporation in New Jersey in as little as one day. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the New Jersey Division of Revenue and Enterprise within 1-3 business days for just $100 + state fees.

Step 5: Create Corporate Bylaws

Corporate bylaws articulate how your business will be run. They govern how decisions are made for your business. Although New Jersey does not require corporations to file bylaws, every business should prioritize creating its bylaws, as these will help the company move forward with a common understanding for everyone. 

What to Include in Corporate Bylaws

Quality bylaws will outline information, such as:

• How many directors your corporation has and their prerequisites
• How the corporation conducts votes and what is subject to a vote
• How often the board meets
• Information about your shareholders
• The purpose and goals of your organization
• How disagreements and conflicts of interest will be settled
• Procedures for replacing board members
• Rules for amending the bylaws

Step 6: Draft a Shareholder Agreement

A shareholder agreement can also be referred to as a stockholder agreement. This agreement outlines the role of shareholders within the corporation. This agreement complements the public documents that govern the corporation and can be confidential among the parties involved. 

In your shareholder agreement, you may want to include information about:

• How stocks can be transferred or sold
• The responsibilities of the shareholders
• The commitments expected from the shareholders
• The rights and obligations of shareholders in elections and their ability to be elected to the board
• How dividends from the company are paid

Legal advice when drafting this agreement for your New Jersey corporation will play a helpful role.

Step 7: Issue Shares of Stock

Corporations are required to issue stock, or shares, of the company. This is an important part of raising capital for the organization. Before you incorporate, you will need to get approved to issue a certain amount of stock in your business.

Offering Stock

You can then offer this stock to people in exchange for contributions to your business. This contribution could be financial, as in the individual who contributed money to help you start your business. The stock can also be used as compensation for employers who use their time and talents to build the company.

Tracking Stock

You will need to track the stock that your company issues carefully. Once it has been issued, it cannot be issued again. However, stock owners can sell and trade their shares. A private company will generally have stock that gets distributed among the founders, employees, original shareholders, directors, or private investors. However, a public company has stock that can be bought and sold by the public. 

Trading

When companies are bought and sold by the public, they are carefully monitored by the U.S. Securities and Exchange Commission (SEC). The SEC requires regular reports from businesses and ensures that trading is fair and ethical. They also track who purchases the shares. You can check with the New Jersey Bureau of Securities to stay abreast of the latest local stock regulations in New Jersey.

Step 8: Apply for Necessary Business Permits or Licenses

You will also need to make sure you have all the necessary licenses and permits to operate legally in New Jersey. The state requires a variety of licenses and permits, depending on your industry. For example, you may be in a profession like medicine or law that requires a professional license, and you will also have to keep these licenses up to date with the supervising board.

No one-stop-shop exists where you can find all of the licenses and permits that your business might require. You will need to practice due diligence to ensure you obtain all necessary federal, state, and local licensing. A good place to get started is with the NJ.gov website, which offers links and information for many licenses and permits.

Step 9: File for an EIN and Review Tax Requirements

EIN stands for Employer Identification Number. You will use this federal number when filing taxes for your business. You can secure your EIN from the IRS online. Once you get your EIN, you must keep careful track of it, as it will play an important role in many of your business documents. 

Once you have your EIN, you will need to file the form NJ-REG to register your business with the state for tax purposes. Most businesses can complete this application online. However, businesses with a nonprofit classification will use a different form known as REG-1E.

Step 10: Submit Your Corporation’s First Report

New Jersey requires corporations to submit an annual report on the status of their business. You can submit this report online through the Division of Revenue and Enterprise Services portal. The report carries a $75 filing fee and is due at the end of the month you incorporated. 

In the report, you will include information about your business’s finances, including worker compensation. You will also need to report information about your registered agent, officers, and business address.

We can help

We have everything you need to start, run and grow your business in New Jersey. Whether you’re in Trenton, Princeton, or Jersey City, our suite of products and services is here to help you achieve your dreams. Interested in creating an LLC instead of a corporation? Learn how to form an LLC using our in-depth guide.

Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.