How to Start a Corporation in New Jersey
Starting a New Jersey corporation can be done relatively easily.
To get started, you will need to file the Certificate of Incorporation with the New Jersey Division of Revenue & Enterprise Services (requires a registered agent), as well as create your corporate bylaws and appoint your initial director(s).
Note: After forming your corporation, you will need to file the New Jersey Application for Business Registration.
We’ll show you how to start a corporation in New Jersey yourself.
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Forming a Corporation in New Jersey is Easy
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Step 1: Name Your New Jersey Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Certificate of Incorporation
Step 5: Get an EIN
Step 6: File Form NJ-REG
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your New Jersey Corporation
Choosing a business name is the first step in starting a corporation.
1. New Jersey naming guidelines:
Your New Jersey corporation’s name:
- Cannot contain a word or phrase that suggests or states that the corporation was organized for a reason that is contrary to its Certificate of Incorporation.
- Needs to be distinguishable — meaning not the same nor confusingly similar — with the name of another business that is registered to conduct business in New Jersey.
- Cannot contain a word or phrase that is prohibited or restricted by a statute of the state of New Jersey.
- Must contain the word “Incorporated”, “Corporation”, “Company”, or a suitable abbreviation “e.g., Inc, Corp, Co, etc.)
- Cannot contain a word or phrase that suggests that the corporation is sponsored by a state or federal agency unless prior authorization is provided in writing.
Read the New Jersey state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in New Jersey?
Your New Jersey corporation name must be unique and distinguishable from other business names in New Jersey. Use the New Jersey Division of Revenue & Enterprise Services Business Name Search to determine if your desired business name is available.
3. Is the URL available?
Before registering your New Jersey corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a New Jersey Registered Agent
You must appoint a New Jersey registered agent when registering your corporation with the Division of Revenue & Enterprise Services.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your New Jersey registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Certificate of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Certificate of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your New Jersey corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
In New Jersey, the Certificate of Incorporation allows you to indicate if the corporation will issue more than one authorized share class or series.
In the “Other Provisions” section of the online business formation webpage, indicate your corporation’s authorized share classes and the number of shares in each class.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.
Step 4: File the New Jersey Certificate of Incorporation
You will need to file the New Jersey Certificate of Incorporation to set up a corporation in New Jersey. You can file the form online with the Division of Revenue and Enterprise Services. The filing fee is $125.
This document will cover the basics of your corporation, including:
- Corporate name and statement of purpose
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- Name(s) and address(es) of the initial corporate director(s)
- Name(s) and address(es) of the incorporator(s)
In New Jersey, the Certificate of Incorporation allows you to indicate if the corporation will issue more than one authorized share class or series.
In the “Other Provisions” section of the online business formation webpage, indicate your corporation’s authorized share classes and the number of shares in each class.
File the New Jersey Certificate of Incorporation
File Online With New Jersey’s Online Business Formation Site
File OnlineFiling Cost: $125
Step 5: Get an EIN for Your New Jersey Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Step 6: File the New Jersey Application for Business Registration
All New Jersey corporations must register their businesses for taxation purposes. This can be done by filing Form NJ-REG online with the New Jersey Department of Treasury.
Before filing this form, you will need your state business identity ID number and your federal EIN. The form must be filed within 60 days of filing your Certificate of Organization.
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
New Jersey State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
New Jersey Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the New Jersey Division of Taxation website. This allows a business to collect sales tax.
New Jersey Employer Taxes
If you hire employees, you will need to register for New Jersey employer taxes as part of your Application for Business Registration with the New Jersey Department of Treasury. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
New Jersey Corporation Licenses and Permits
To operate your corporation in New Jersey, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our New Jersey Business License guide.
File the New Jersey Corporate Annual Report
You must file the New Jersey Annual Report each year by the anniversary date of your corporation’s registration date. You can complete the annual report online. The filing fee is $75.
Corporate Dissolution & New Jersey Good Standing
How to Get a New Jersey Certificate of Good Standing
A Certificate of Good Standing verifies that your New Jersey corporation was legally formed and has been properly maintained.
You can request a Certificate of Good Standing in New Jersey by mail, by fax, in person, or online. There is no official request form if you don’t make an online request, but you will need to include your corporation’s name, state business ID number, the type of form you are requesting, and a return address. The fee is $25.
Request a Certificate of Good Standing
Option 1: Request a Certificate Online With the New Jersey Division of Revenue and Enterprise Services
Request Online- OR -
Option 2: Request a Certificate by Mail, by Fax, or In Person
Read InstructionsFee: $25
Mailing Address:
NJ Division of Revenue and Enterprise Services,
Certification and Status Unit
P.O. Box 450
Trenton, NJ 08646
Office Address:
NJ Division of Revenue and Enterprise Services,
Certification and Status Unit
33 West State Street, 5th Floor
Trenton, NJ 08608
Fax:
(609) 984-6855
How to Dissolve a Corporation in New Jersey
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your New Jersey corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- Dissolve your corporation with the New Jersey Division of Revenue and Enterprise Services
- Close your federal and state business tax accounts with the IRS and New Jersey Division of Revenue and Enterprise Services
- Close your business bank accounts
File Dissolution Documents
You must dissolve your New Jersey corporation using the state’s Division of Revenue and Enterprise Service website. After entering some identifying information about your corporation, follow the prompts to dissolve your business.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
New Jersey Corporation FAQ
It will cost you $125 to file the Certificate of Incorporation through the New Jersey Business Formation Site and start a corporation.
You will also need to appoint a registered agent, the cost of which will depend on who assumes this role (e.g., yourself, a registered agent service, an attorney, etc.).
See our How Much Does a Registered Agent Cost article for more information.
There are several differences. For one, corporations have shareholders, stock, and can distribute dividends.
On the other hand, LLC owners can have partners — not shareholders — and cannot distribute dividends.
LLCs are also more affordable to form and maintain, and are taxed as pass-through entities.
See our S Corp vs C Corp vs LLC article for more information.
This will depend on whether you pay for expedited filing, as well as whether you file your Certificate of Incorporation during a busy period (e.g., end of fiscal year, etc.).
The following expedited filing options are available:
- One hour service: $500
- Two hour service: $1000
Note: Documents must be received by 3:15 pm for the one hour service, and by 2:15 pm for the two hour service.
Not really. You can start a corporation in New Jersey by:
- Choosing a registered agent
- Filing the Certificate of Organization
- Drafting your corporate bylaws
- Appointing your initial directors
- Filing the New Jersey Application for Business Registration form
For more information, we recommend having a look at our How to Start a Corporation in New Jersey article.
In most cases, starting an LLC should be considerably easier than forming a corporation.
This is because an LLC is more affordable — both to form and to maintain — and there is significantly less rigmarole involved.
For the most part, starting a corporation is only recommended if you are interested in finding private investors or venture capitalists.
See our Why Investors and Venture Capitalists Like C Corporations article for more information.