Start a New Jersey Corporation

Ready to start your New Jersey business? Follow these essential steps, and you’ll be well on your way to operating the newest corporation in New Jersey.

Step 1: Decide on a business name

Pick a name for your New Jersey corporation. Kicking off your journey to incorporation in New Jersey begins with selecting the ideal how to name a business. This isn’t just a creative endeavor — it’s about ensuring that the name hasn’t already been claimed by another entity within the state.

Before settling, check New Jersey’s official database to see if your dream name is available, and don’t forget to follow state naming rules like including “Corporation,” “Incorporated,” “Company,” or an abbreviation of one of these words; you can also use the abbreviation Ltd. You’ll also need to get clearance from the Corporate Filing Department if your name contains certain restricted words. Names can’t include profanity, either. New Jersey does allow name reservations if needed.

It’s wise to look into federal and state trademarks. This helps ensure you won’t inadvertently infringe on someone else’s established brand, saving potential headaches down the road.

Once you’ve pinpointed a name that’s unique and resonates with your brand, consider securing a matching domain name for your business website. Not only does this step provide a seamless brand experience for your customers, but it also gives you a leg up in the digital world.

Considerations for Naming a Professional Corporation

If you’re starting a professional corporation, you’ll need to follow a couple additional rules. For starters, you’ll need to use a slightly different designator; New Jersey accepts “chartered,” “professional association,” or “professional corporation” as designators. You could also use the abbreviations “PA” or “PC” (with or without periods).

Under New Jersey law, you may only use the name of a deceased shareholder if that person’s name was part of the company name when they passed. This also applies if that person’s name comprised part of an existing partnership’s name and at least two-thirds of that partnership’s partners are becoming shareholders of the PC.

Last but not least, if your industry has any rules for a business name, you’ll need to uphold those requirements. Please consult your industry’s regulatory agency for more information about business naming rules.

Step 2: Choose a New Jersey registered agent

Designate your New Jersey corporate registered agent. In the realm of New Jersey incorporation, the registered agent (For more information, please see our “What is a registered agent?” page) plays an essential role in a new business. This person or business entity becomes the designated contact for some official communications, including service of process and some notices from the New Jersey Department of State.

It’s crucial to understand that a P.O. box won’t suffice — your registered agent must have a physical address (called the registered office) in New Jersey. They have to be available during regular business hours, too.

But what if you’re out of town or busy running your business? That’s where a professional New Jersey registered agent services like ours comes in handy. Using such a service means you won’t miss out on any essential notifications. Plus, using a third-party agent can offer an added layer of privacy (you won’t be served with a lawsuit in front of clients, employees, or partners), helping ensure your business matters remain discreet and allowing you to focus on what you do best: growing your enterprise.

Step 3: File the New Jersey Certificate of Incorporation

Submit the formation documents for your New Jersey corporation. To officially bring your corporation to life in the Garden State, you’ll need to file the New Jersey Certificate of Incorporation. This pivotal document outlines the essential details of your corporation, including its name, purpose, business address, and the names and addresses of its initial directors. Check out directors definition.

Additionally, it will detail your corporation’s stock structure, indicating how many shares you’ll issue and their value. While this might sound complicated, the state provides user-friendly forms, promoting a smoother filing process.

When filling in the form, you’ll need to provide the following information:

• Business name
• 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. Professional corporations should describe the professional service they’ll be offering here.
• 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 for which you want it to run.
• 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.
• 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.

As with most things governmental, there’s a filing fee involved. The cost to file your Certificate of Incorporation is $129. It’s crucial to double-check the most current fees on the New Jersey state website or consult with a professional to avoid any surprises. Prompt payment and ensuring all details in the document are accurate can streamline the process, helping your corporation get off to a smooth start.

Step 4: Hold the first meeting and choose directors for your New Jersey corporation

Pick your initial directors at your first board meeting. With your corporation officially recognized, it’s time to assemble your team. The first organizational meeting is a monumental step in the life of a New Jersey corporation. The incorporators (those who signed the Certificate of Incorporation) or the initial board of directors (if named in the Certificate) will call this meeting. During the meeting, one of the primary tasks is electing the board of directors if they weren’t already named in the Certificate. You must have at least one director. Check out the board of directors definition.

This organizational meeting has a hefty to-do list. Typical tasks tackled during this meeting include adopting corporate bylaws, designating corporate officers, and issuing shares of stock to the initial shareholders (see bylaws definition). Bylaws, in particular, are vital as they lay out the rules and guidelines for corporate governance, keeping everyone on the same page to run your business.

Choosing Directors for a Professional Corporation

Under New Jersey law, all the directors of a professional corporation need to be shareholders of the corporation, and all shareholders need to be licensed in the corporation’s professional service. So please make sure the directors you’re selecting are appropriately licensed.

Step 5: Create corporate bylaws and a shareholder agreement

Write bylaws and a shareholder agreement to guide your New Jersey corporation. Corporate bylaws serve as the backbone of your corporation’s operational structure. Think of them as the rulebook that dictates how your corporation runs on a day-to-day basis. (See shareholder agreement definition)

They outline the responsibilities of directors, officers, and shareholders, detail the procedures for holding meetings and voting on corporate matters, and set the framework for financial and record-keeping practices. Standard bylaws often address topics like the number and powers of directors, frequency of shareholder and director meetings, and methods of amending these bylaws. For professional corporations, bylaws have to follow regulations specific to the profession and ensure compliance with state laws governing professional services.

A shareholder agreement is like a prenuptial agreement for your corporation’s stakeholders. It lays out the rights, privileges, protections, and obligations of the shareholders. While bylaws provide a broad outline of corporate operations, the shareholder agreement delves deep into issues like share transfer restrictions, dividend distributions, and the protocol if a shareholder wants out or, unfortunately, passes away. Together, these documents promote clarity, help reduce potential conflicts, and provide a solid foundation for your New Jersey corporation’s growth and governance.

Step 6: Issue shares of stock for your New Jersey corporation

Create and distribute stock for your New Jersey corporation. Shares of stock are the lifeblood of your corporation. They represent ownership in the company and can be viewed as slices of the corporate pie. Issuing shares is a way to raise capital, which can fuel growth, investment, and operations. Furthermore, the way shares are distributed among stakeholders determines the decision-making power dynamics within the company. (Read stock definition)

The process of issuing shares in New Jersey involves a few vital steps. First, you’ll need to determine the number of shares you wish to issue, which should be specified in the Certificate of Incorporation. It’s essential to ensure you don’t issue more shares than authorized.

Once determined, these shares can be distributed to the initial shareholders in exchange for capital, assets, or services. Properly documenting this process, often with stock certificates, is crucial to help ensure clarity and avoid potential disputes down the line (see stock certificates definition). It also aids in maintaining transparent and accurate corporate records, a hallmark of successful New Jersey corporations. See more on corporate records definition.

Issuing Shares as a Professional Corporation

Under New Jersey law, all of a professional corporation’s shareholders need to be licensed in the company’s stated profession. If a shareholder becomes unlicensed for any reason (such as death, non-compliance, or retirement), they’ll need to transfer their shares to a qualified professional in a timely manner.

Step 7: Obtain an EIN and review New Jersey tax requirements

Get an EIN and prepare for New Jersey business taxes. An Employer Identification Number (see “What is an EIN?“), often likened to a corporate Social Security number, is required for all New Jersey corporations. Issued by the Internal Revenue Service (IRS), this unique nine-digit number identifies your business for tax purposes and is required for many standard business tasks like hiring employees, opening business bank accounts, or filing federal and state tax returns.

The good news? Applying for an EIN is free. Once you obtain your EIN, this number stays with your corporation for its lifetime, much like a fingerprint. If you’d rather avoid the hassle of getting your own number, you can use our convenient EIN service.

When it comes to tax in the Garden State, New Jersey corporations have specific obligations. Aside from federal taxes, New Jersey has its own corporate business tax, which is levied on corporations’ net income. Rates for New Jersey corporate taxes can vary based on gross receipts in the state, so it’s vital to stay updated with the state’s Division of Taxation.

Furthermore, depending on your business activities, you may be subject to sales tax, payroll tax, and others (see sales tax definition). Professional corporations might have industry-specific taxes and fees to address, too. Regularly reviewing New Jersey’s tax requirements and seeking guidance from a local certified public accountant (see CPA definition) can save your corporation time, money, and potential legal hassles.

Step 8: Open a business bank account for your New Jersey corporation

Set up a business bank account. Opening a corporate bank account is an essential step for New Jersey corporations. This isn’t just about organization — it’s about integrity and clarity. By ensuring all business transactions, from revenues to expenses, flow through this account, you maintain a clear boundary between personal and corporate finances.

It provides a transparent financial narrative, which is crucial during audits, tax season, or any financial evaluations. Plus, having a dedicated business account solidifies your corporation’s credibility, offering clients and vendors confidence in your professionalism.

Next, having a business credit card provides more than just purchasing convenience. It’s a tool for managing cash flow and building a robust corporate credit history (check out cash flow definition). By using a business card responsibly, you’ll pave the way for favorable financial terms in the future. Additionally, the tailored rewards many of these cards offer can be an added benefit, giving back on common business expenses.

Post-Incorporation Steps

Even after successfully incorporating in New Jersey, your journey isn’t over. To help ensure the longevity and compliance of your corporation, you need to diligently address several post-incorporation tasks. These administrative tasks lay the groundwork for a corporation’s long-term success and legal standing.

Maintain good standing

Ensuring your New Jersey corporation remains in good standing is paramount. One key way to do this is by keeping up with compliance requirements. For instance, filing the New Jersey annual report is a non-negotiable task that provides updated information about your corporation, from its operational status to changes in management. Regularly meeting these compliance milestones not only helps ensure you’re abiding by New Jersey’s regulations but also signals to partners, investors, and customers that your corporation is legitimate and trustworthy.

New Jersey Business Licenses and Permits

Depending on the nature and location of your business, you might need various New Jersey licenses and permits. It’s crucial to identify what specific licenses your corporation needs and obtain them promptly. These could range from health permits for restaurants to specified licensing for specialized trades. If you’d like some help with this step, our business license report compiles a list of the specific permits your business requires. This step is especially important for professional corporations, whose shareholders, directors, and participating employees all need to be licensed.

Equally important is keeping track of renewal dates. Letting a license or permit lapse can result in penalties or even temporary closure, so staying ahead of these deadlines is a must for smooth operations.

Keeping Accurate Records

Record-keeping is the unsung hero of corporate operations. Maintaining accurate, timely, and organized records is not just about compliance — it’s about insight. Well-kept records provide clarity on a corporation’s financial health, aid in decision-making, and are indispensable during audits or stakeholder reviews.

It’s recommended to have a dedicated system in place, whether it’s software or manual filing, and to routinely review and update records. This practice helps ensure that, when information is needed, it’s readily available and trustworthy.

Consideration for Foreign Entities in New Jersey

For foreign entities eager to expand a business into New Jersey, there are specific regulations to navigate. It’s essential to be compliant with both New Jersey’s laws and those of your business’s home jurisdiction.

Qualification to Do Business in New Jersey

Before operating in New Jersey, foreign corporations need to complete the foreign qualification process by obtaining a Certificate of Authority. To secure this, they must submit documents like their original Articles of Incorporation and a Certificate of Good Standing to the state’s Department of State. Upon approval, they’re officially qualified to do business. See Articles of Incorporation definition.

New Jersey Compliance and Regulation

Beyond qualification, foreign entities face distinct compliance demands. Apart from the annual report filed by all corporations, foreign ones might have extra reporting duties, depending on their sector. It’s crucial for these corporations to stay updated with New Jersey’s regulations, helping ensure smooth operations and avoiding potential complications.

Pros and Cons of Incorporating in New Jersey

Starting a business by incorporating in New Jersey brings with it several benefits. Foremost is the legal protection it offers. By establishing a corporation, owners typically shield their personal assets from business debts and liabilities — a key advantage in case of potential legal disputes. Check out personal liability protection definition.

Beyond this, New Jersey corporations often find it easier to raise funds. Whether it’s through selling shares or securing larger loans, the structured nature of a corporation enhances investor confidence, paving the way for greater financial flexibility and growth opportunities. (Check out business loan definition)

However, the path to incorporating in New Jersey isn’t without its challenges. There are associated costs, both in terms of setting up the corporation and maintaining its compliance with state regulations. One significant drawback is the issue of double taxation: Corporations pay taxes on their profits, and then shareholders pay taxes again on dividends. Moreover, navigating the bureaucratic processes can sometimes be cumbersome. If not managed efficiently, the paperwork, regular filings, and periodic renewals can become a hurdle for smooth business operations.

We can help!

Navigating the intricacies of incorporation can be daunting, but we’re here to simplify the process. Our incorporation service is designed to assist you in forming a New Jersey corporation, starting at just $0 plus state fees (please note that, at present, we don’t offer formation services for professional corporations). Let us handle the complexities so you can focus on your business’s success.