How to Amend a New Jersey Certificate of Incorporation

Catapult your business success in the dynamic economic landscape of New Jersey by strategically amending your Certificate of Incorporation. Dive into our comprehensive guide below to seamlessly navigate the incorporation process and position your venture for prosperity in the Garden State.

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Before you start your New Jersey corporation, you will need to file a Certificate of Incorporation, which will set forth important foundational information about your business. However, even after filing your Certificate of Incorporation, there’s always a chance that you may need to make changes to that information in the future.  

When changes do arise during the course of your business, it’s important to update the state accordingly. Not sure where to begin? Use this guide to learn more about how to file an amendment to a corporation in New Jersey and see how we can help. 

What is a New Jersey Certificate of Incorporation? 

A Certificate of Incorporation, sometimes referred to as a Certificate of Formation or Articles of Incorporation in other states, is the legal document that forms your New Jersey corporation. New Jersey law states that a Certificate of Incorporation must include certain information about your business such as:

  • Corporate name
  • Business purpose
  • Number of shares the corporation is authorized to issue
  • Name and address of the registered agent for the corporation
  • Names and addresses of all directors and incorporators
  • Duration of the corporation (if other than perpetual)

Once you complete your Certificate of Incorporation, you will then file it with the New Jersey Division of Revenue and Enterprise Services. For more information on how to start your New Jersey corporation, check out our New Jersey Corporate Formation service and see how we can take care of it for you! 

Step 1: Determine if you need to change your New Jersey Certificate of Incorporation 

Sometimes when you make changes to your corporation, you may need to file a New Jersey Certificate of Incorporation amendment. But aside from being a legal requirement, there are other important reasons for timely amending your Certificate of Incorporation when necessary. 

Reasons to inform the state of any updates to your Certificate of Incorporation include: 

  • Ensuring your business can be contacted
  • Receiving service of important legal documents
  • Compliance and auditing purposes

Without appropriately informing the state of changes to your corporation, you put your business at risk in a number of ways. 

Filing a Certificate of Amendment to the Certificate of Incorporation for your business might not be at the top of your priority list. Nevertheless, it’s imperative that you do so when you make changes to your corporation. In fact, failure to properly amend the Certificate of Incorporation can result in negative consequences for your business. 

For example, one penalty of failing to update the corporate information in the Certificate of Incorporation with the state is the inability to obtain a Standing Certificate for your business. A corporate Standing Certificate attests to the legal status of a corporate entity, verifying that it’s legally operating within the State of New Jersey. 

This Standing Certificate is a crucial legal document for your business. Without one, your corporation may not be able to: 

  • Enter into certain types of business contracts
  • Open bank accounts
  • Apply for loans

Without the ability to take these and other important actions, your business growth and potential may suffer. Thus, it’s important to keep up-to-date on your amendments. If this already feels overwhelming, we are here to help. We offer a number of state compliance services, including one for Articles of Amendment. In addition, our comprehensive Worry-Free Compliance service includes up to two amendments per year at no additional cost to you.

Step 2: Review the requirements for your New Jersey amendment

To keep your New Jersey corporation state-compliant, you will need to properly update the state of any changes to your Certificate of Incorporation. To do this, you will file what’s called a Certificate of Amendment. 

Regardless of whether you draft your own Certificate of Amendment or use the standard form, it’is important to know what changes to report. Common amendments include changes to the: 

  • Name of the corporation
  • Business purpose
  • Shares or classes of stock the corporation is authorized to issue

Of course, these aren’t the only changes your corporation may want to make. Any change to the information initially filed in the Certificate of Incorporation may be changed through a Certificate of Amendment.

Step 3: File your New Jersey Certificate of Amendment

There are certain voting requirements that you must follow to properly approve an amendment to your New Jersey Certificate of Incorporation. Thus, when filing your Certificate of Amendment, it’s important to be as specific as possible. This might also include attaching supporting documentation, where applicable, to verify that all procedures were followed and that your corporation properly approved the amendments.

Are there items that need separate filings to change information? 

New Jersey statutes permit changes of the registered office or registered agent for a corporation through a separate filing. In some cases, it may make more sense to file a Certificate of Amendment to the Certificate of Incorporation if there are many changes you plan to make. However, if the only change you wish to make is to the registered agent or office for your corporation, you might consider filing a Certificate of Change – Registered Name or Address, or Both, instead.

There are many rules and requirements to keep in mind when it comes to amending the Certificate of Incorporation for your New Jersey corporation. While it can feel overwhelming, it doesn’t have to be. Let us help you stay on track and state-compliant with our Worry-Free Compliance, registered agent, and amendment Services.

Let us help you stay compliant 

Keeping your New Jersey corporation’s Certificate of Incorporation updated is vital to the success and continued growth of your business. Fortunately, you don’t have to navigate this on your own. 

With our Worry-Free Compliance Service, which includes up to two yearly amendments, we can help you start, manage, and grow your business, while helping you stay compliant along the way.

New Jersey Amendment FAQs

  • No New Jersey corporation is exempt from amending its Certificate of Incorporation when changes arise. Thus, all New Jersey corporations that make changes to the information included in the Certificate of Incorporation will need to file a Certificate of Amendment.

  • Filing fees change frequently. To ensure you have the most current fee information, check with the New Jersey registry fee schedule before proceeding with any filings.

  • Technically, any representative of the business may file the Certificate of Amendment. However, all amendment filings must be executed by the Chairman of the Board or the President or Vice President of the corporation.

  • You can file your New Jersey Certificate of Amendment with the Secretary of State by mail or online through the New Jersey business amendments portal.

  • No, a Certificate of Amendment for your New Jersey corporation differs from an annual report. Primarily, while you must file an annual report for your corporation each year whether or not any changes have been made, you need to file a Certificate of Amendment only when there are changes or updates to the corporation’s Certificate of Incorporation.

Disclaimer: The content on this page is for information 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.

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Written by Team ZenBusiness

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