New Jersey Incorporation
New Jersey Incorporation
Form a New Jersey Corporation
Learn more about incorporating in New Jersey. We will assist you with forming your New Jersey corporation, the right way. To get started, simply click on “Order Now.” Please feel free to call us, anytime, with any questions.
Incorporating in New Jersey
Incorporating in New Jersey can be vital to businesses based of New Jersey. At LawInc, we prepare your New Jersey Public Records Filing Form, bylaws, stock certificates, stock ledger and more. We can even obtain your New Jersey corporation Tax ID number and file your S corporation election with the IRS.
New Jersey Incorporation Information
The following New Jersey incorporation information will likely be helpful when deciding to incorporate in New Jersey.
New Jersey Corporation Name
The first step in forming an New Jersey corporation is selecting the business name. New Jersey corporation names:
- The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.
- Cannot be deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the Secretary of State.
An available New Jersey corporation name may be reserved for a 120-day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your New Jersey LLC, prior to filing.
New Jersey Corporation Formation
New Jersey Corporation Filing Procedure: When forming a New Jersey LLC, the New Jersey Public Records Filing Form must be filed with the Corporations Division of the New Jersey Department of Treasury. The New Jersey Public Records Filing Form must state:
The New Jersey Articles of incorporation should include:
- Corporation name.
- Number of shares to be issued.
- Registered agent address.
- Name and address of the incorporator.
- Corporation’s initial principal mailing address.
New Jersey Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
New Jersey Corporate Directors: The New Jersey corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Certificate of Formation or bylaws. A director must be a natural person who is at least 18 years of age. There are no residency requirements for directors. Director names and addresses need not be listed in the New Jersey Articles of Incorporation.
New Jersey Incorporator: Minimum number of New Jersey incorporators is 1 and there is no requirement that the organizer be an New Jersey resident.
New Jersey Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the New Jersey Business Corporation Act.”
New Jersey Corporation Limitation of Directors’ Personal Liability: The Public Records Filing for a New Entity may contain, within the limitations prescribed by the New Jersey Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
New Jersey Registered Agent: An New Jersey corporation must maintain a registered agent and office to receive service of process in New Jersey. The New Jersey registered agent should be available, at an New Jersey physical address, during normal business hours to accept important legal and tax documents on behalf of the New Jersey corporation. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in New Jersey or (2) an individual resident of the state. A New Jersey corporation may not act as its own agent.
New Jersey Professional Corporation: Pursuant to New Jersey law, certain professionals may form professional corporations.
New Jersey Corporation Post-Filing Requirements
New Jersey Annual Corporation Registration: New Jersey corporations must submit annual reports and associated processing fees each year following their dates of registration. Online filing is now mandatory for all annual report filings. Visit here for more information: http://www.state.nj.us/treasury/revenue/dcr/programs/ann_rpt.html
New Jersey Corporate Minutes: New Jersey corporations are required to hold and document annual shareholder and director meetings.
New Jersey Corporation Taxes
New Jersey Corporation Taxes: For information on New Jersey taxes, visit: http://www.state.nj.us/treasury/taxation/corp_over.shtml
New Jersey C Corporation: All New Jersey corporations formed by default are “C” corporations. A New Jersey C corporation is a New Jersey corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. New Jersey C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, New Jersey C corporations offer many planning and benefit opportunities.
New Jersey S Corporation: A New Jersey S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. New Jersey S corporations are not subject to the double taxation C corporations encounter.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All New Jersey corporations should obtain an EIN.