Key Takeaways

  • Filing the articles of incorporation in NJ involves submitting a Public Records Filing with the New Jersey Division of Revenue.
  • You must choose a compliant business name, designate a registered agent, and provide initial director information.
  • NJ requires the appointment of at least one director, with additional rules for nonprofit boards.
  • Drafting corporate bylaws is essential even though not filed with the state.
  • Additional requirements include issuing shares, appointing officers, and obtaining necessary tax registrations.

Articles of incorporation NJ are documents that are required of a corporation (in the making) to be filed with the New Jersey Department of Treasury.

The Public Records Filing for New Business Entity

All corporations planning to do business in New Jersey, whether they're foreign or domestic, must turn in the Public Records Filing for New Business Entity of the New Jersey Division of Revenue. The document can be sent by traditional mail to the address below:

New Jersey Department of Treasury

Division of Revenue and Enterprise Services/Corporate Filing Unit

Post Office Box 308

Trenton, NJ 08646-0308

It can also be sent via fax to 609.984.6851.

You must make a complete payment of the filing fee, which is between $75.00 to $125.00. The fee can be paid with a check to the “Treasurer, State of NJ” or with a credit card. If you decide to file online, apart from paying by credit card, you can pay into a depository account or pay by electronic check. Additionally, you can get more information through the New Jersey Division of Revenue via its online Business and Registration Service.

Business Name

Ensure that the name of your business adheres to the requirements of the state. For instance, a corporation ought to have befitting words of description as part of its name, some of which are the following:

  • Corporation
  • Company
  • Incorporated
  • Limited

Your business can also be described with the proper abbreviations, such as the following:

  • Corp.
  • Ltd.
  • Inc.
  • Co.

The name must not have any abbreviation, word, or phrase that suggests or shows that it was organized for purposes other than what its certificate of incorporation permits. Some words are restricted. A few examples are the following:

  • Little League
  • Olympic
  • Realtor
  • Trust

Name Check and Reservation

Make certain that your business name is different from the names of other companies, whether they're non-profit, for-profit, domestic, foreign limited partnerships, or any other currently registered or reserved name. You should carry out a name check before you file a paper certificate. It is also important to reserve a chosen name to ensure it's not taken while you're still in the process of registration.

Directors

The law of New Jersey compulsorily requires every corporation to have at least one director. It is usual for the initial board to be comprised of the owners. All directors must be at least 18 years old. Furthermore, they're neither required to live in New Jersey nor be the corporation's shareholders, except the corporation's certificate of incorporation or bylaws indicate(s) otherwise.

The certificate of incorporation has to clearly state the number of directors to make up the first board and supply their names and addresses. If your corporation is non-profit, at least three members of the board of trustees will have to be supplied. However, you won't need to supply the names and addresses of the officers in the certificate of incorporation.

If your non-profit organization plans to benefit from a federal tax-exempt status, you should read publication 557 of the Internal Revenue Service. The publication explains certain federal obligations, which your stated purpose has to include.

Bylaws

There are no hard and fast rules for drafting bylaws, but they usually state the internal rules and processes for the corporation concerning issues such as:

  • the existence and obligations of corporate offices
  • the number of persons to constitute the board of directors
  • how board members should be elected
  • the terms of their election
  • when and how shareholder meetings and board meetings should be convened
  • who should schedule such meetings
  • how the board should generally function

There's no compulsory requirement to file your bylaws with the state. However, a copy must be kept at the corporation's principal business venue.

Registered Agent

Every corporate organization must have a registered agent in order to be legally permitted to do business as a corporation in New Jersey. Court-issued documents will be sent to the corporation's registered agent when the corporation gets an invite to show up at the court. Every corporation is required to provide the name and physical address of its registered agent. New Jersey disallows post office boxes.

Initial Organizational Meeting

After filing the articles of incorporation in NJ, the initial board of directors should hold an organizational meeting to adopt bylaws, appoint officers, authorize stock issuance, and handle other formation tasks. Meeting minutes should be recorded and stored in the corporation's records. This meeting lays the foundation for corporate governance and compliance.

EIN and Tax Registrations

After incorporation, your business must apply for an Employer Identification Number (EIN) through the IRS. Additionally, corporations doing business in NJ must register for taxes using the NJ Business Registration Certificate (BRC), which is necessary for state tax collection and hiring employees. Registration is handled through the NJ Division of Taxation. Depending on your business type, you may also need to register for sales tax, unemployment insurance, or payroll taxes.

Annual Reports and Ongoing Compliance

New Jersey corporations must file an annual report with the Division of Revenue and Enterprise Services to maintain good standing. The report confirms key corporate information and updates, and it must be submitted by the end of the anniversary month of incorporation. Failing to file can lead to administrative dissolution. The filing fee for the annual report is $75.

Corporate Officers

After appointing directors, corporations must designate officers such as a president, secretary, and treasurer. New Jersey law does not mandate specific officer titles or a minimum number, but their responsibilities should be defined in the corporate bylaws. These officers are responsible for daily business operations and compliance with both internal governance and state laws.

Issuing Stock and Share Structure

Once your New Jersey corporation is formed, the next step is to issue stock to the initial shareholders. This must align with the number and type of shares authorized in the articles of incorporation. While NJ does not require you to report issued shares publicly, proper documentation should be kept internally to reflect share ownership, including stock certificates, a shareholder ledger, and agreements if applicable. You may also establish multiple share classes (e.g., common and preferred) based on corporate needs and investor terms.

Frequently Asked Questions

1. What forms are required to file articles of incorporation in NJ? You must complete the Public Records Filing for New Business Entity and submit it with the appropriate filing fee to the NJ Division of Revenue.

2. Do I need an attorney to file articles of incorporation in NJ? An attorney is not required, but seeking legal guidance can help ensure compliance, especially for complex structures or nonprofit corporations.

3. How long does it take to process articles of incorporation in NJ? Standard processing usually takes 2–5 business days, but expedited options are available for an additional fee.

4. Can I reserve a business name before filing in New Jersey? Yes, name reservation is optional but recommended. You can reserve a name for 120 days before filing.

5. Are New Jersey corporations required to hold annual meetings? Yes, most corporations hold an annual shareholders meeting to elect directors and address other important business, as specified in the bylaws.

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