NJ Business Registration: Everything You Need to Know
A NJ business registration involves certain forms, records, and filings. 8 min read
NJ Business Registration
A NJ business registration involves certain forms, records, and filings. It’s not a complicated process if you have some guidelines to follow. Here is everything you need to know to register your business in New Jersey.
Formation and Registration
When it comes to forming and registering a business in New Jersey, there are certain documents that must be filed. Authorization and formation documents must be filed if your business is any form of legal entity such as a limited partnership, corporation, or limited liability company. These documents must be filed so that they are available for public record. Sole proprietors and general partnerships can skip this first step as they are not required to take part in the formation and registration process. All legal entities must file annual reports, and corporations are responsible for the corporate business tax, starting from the formation date until the date the corporation is dissolved. The main reason businesses need to register is for tax purposes.
Formation and Registration Special Consideration
There are times when special consideration should be taken into account when it comes to the formation and registration of a business. One of these is when you are only withholding payroll taxes from employees who are residents in New Jersey and no business operations are actually being conducted in the state, then all that’s needed is a completed and submitted Form NJ-REG, which is a Business Registration Application.
Recording New Business Entities
There must be a record of all new domestic New Jersey business entities and foreign (out-of-state) corporations, limited partnerships, limited liability partnerships, and limited liability companies. An original authorization/formation certificate can be filed online with the State of New Jersey. The filing fee for all for-profit businesses — whether domestic or foreign — and for foreign non-profits is $125, while the fee for domestic non-profits is $75.00.
Recording New Business Entities Special Consideration
Businesses that operate outside the state should file Form NJ-REG, if they don’t have state tax nexus, to obtain a Business Registration Certificate. In tax law, “nexus” is a term that defines the degree to which a business has presence in a state or locality. Only these businesses that file this form are vulnerable to a nexus review by the Division of Taxation.
Registering All Businesses for Tax Purposes
All businesses must register for employer tax purposes. To properly do this, a business owner must file Form NJ-REG. This guarantees that the business is properly registered under the proper tax id number and that it will receive all the necessary notices and returns.
Businesses with employees are required to have a FEIN or Federal Employer Identification Number. This number will become your tax id number with New Jersey when filing Form NJ-REG. To obtain a FEIN, you should apply online for one as you’re filling out the NJ-REG, or you can apply on the IRS website. If you are required to execute the authorization/formation filing in Recording New Business Entities, you can submit the tax registration and business entity together. If the filings are not submitted together, the NJ-REG will need to be filed within 60 days of the new business entity filing.
Proof of Registration
Businesses that contract with public agencies in New Jersey such as local governments, state agencies, universities, school boards, and casinos will require a Business Registration Certificate which will act as proof of the business’s registration. First, you must file a Form NJ-REG in order to obtain the Business Registration Certificate.
Flea Markets or Seasonal Operations
Such businesses like seasonal operations and flea markets are also required to submit the Public Entity Filing and registration. These entities are not treated any differently even though they are temporary.
Choosing a Name For Your Business
Reviewing Names on File
It’s extremely important to choose an appropriate name for your business. You can check the availability of a name by viewing names already in existence online. For a fee, you may also call 609-292-9292 for assistance. Businesses formed outside the state must go by the same name thatthey are registered under in their home state. If the business name is already in use, the foreign business should establish a DBA or ‘doing business as’ name. Foreign businesses are the only ones that can use a DBA.
Name Availability Check and Name Reservation Services
Business names can be reserved. In fact, they can even be reserved before filing the authorization/formation document. The amount of time that the name can be reserved depends on business type.
Fictitious or alternate names can be used to transact business in the state of New Jersey. These names, however, must be registered by filling out a form dependent upon the type of business. When it comes to sole proprietorship trade names, they must be filed with the County Clerk’s office.
Business Registration Certificate
For Public Contracting, As Proof of Valid Business Registration With the New Jersey Division of Revenue
Subcontractors and contractors must provide a Business Registration Certificate when doing business in New Jersey. There are other public agencies where proof of registration is needed for licensure with the commission such as the Casino Control Commission.
An unincorporated construction contractor who performs work within the State of New Jersey or a registered unincorporated contractor needing proof of certification must obtain a Business Registration Certificate.
Registered vendors who haven’t received the certificate can obtain the certificate online. The Business Registration Certificate is only required by those who do business with the public as well as the casino service industry. If you need the certificate but haven’t registered, you can fill out Form NJ-REG.
Filing Form NJ-REG
Unincorporated construction contractors who don’t have any business tax or any other employer obligations can register with Form REG-A in place of Form NJ-REG to get their Business Registration Certificate. A business entities such as an LLC is not allowed to use Form REG-A. Proof of registration is not required when non-profit organizations are contracting with public agencies in the State of New Jersey.
When acquiring public contracts, Form AA-302 is also required. Form AA-302 is an Affirmative Action Report. It should be noted that the Certificate of Registration cannot be used in lieu of Form AA-302. Guidelines for awarded contracts can be found with the Division of Contract Compliance and Equal Employment Opportunity under the Public Contract section.
New Jersey’s Online Business Registration
There are several bits of information you will need when filing for a business registration. You will need:
- Business entity ID # or corporate ID #
- Federal EIN (FEIN)
- New Jersey business code
- North American Industry Classification System (NAICS) Code
For more information on starting a business, go to the State of New Jersey Business Portal.
New Jersey Business License, LLC Formation, and Incorporation
New Jersey is no stranger when it comes to thriving businesses. Some of the largest companies like Johnson & Johnson, Honeywell International, and Prudential Financial started out and continue to operate in New Jersey. There are a lot of things to consider when forming a business in New Jersey. Some of these things include compliance with zoning ordinances, municipal tax requirements, and mercantile licenses. New Jersey requirements for permits and business licenses vary among the different local, county, and state governments. Requirements also depend on the industry of which the business is a part.
How to Incorporate in New Jersey
If you’re just starting out and you need help, you may wish to consult an attorney. An attorney who understands business law will guide you through the whole process of incorporating in New Jersey — from selecting a business name to filing your Certificate of Incorporation with the Department of Treasury and filing annual reports.
Select a Business Name
Selecting a business name is one of the first steps with business incorporation. The name should be original and not used by any other New Jersey business. Companies that are non-domestic can dodge the original name stipulation with a filing of a DBA or “Doing Business As’ name. Words following the name can include Company, Co., Corporation, Corp., Inc., Ltd., and Incorporated. Words that need to be approved include Cemetery, Blind, Funeral Home, Little League, Olympic, Olympia, Handicapped, Urban Renewal, and Insurance.
Complete a Public Records Filing for New Business Entity
There are certain requirements when pursuing the filing of public records for new businesses. The requirements include the following:
- The corporate principal office must be located within the state.
- One incorporator and one director, 18 or older, must be listed on the Incorporation Certificate.
- Names and addresses of the one incorporator and directors should be listed.
- Stocks and share amounts issued must be listed.
- The name and address of the designated Registered Agent should be included.
- The LLC’s purpose, name, and address must be included on the Certificate of Formation.
- The LLC’s members and managers including names and addresses must be spelled out on the Formation Certificate.
- If the LLC has more than one member, a Federal Employer Identification Number (FEIN) is needed.
Complete Business Registration Application (NJ-REG)
Here are some important things to note regarding the Business Registration Application.
- The application must be filed five business days before starting any business transactions.
- However, it must be submitted 15 days prior to your initial sale if sales tax is collected.
- There is no fee for this type of registration.
- The Business Registration Application should also be filed with the state Division of Taxation.
Costs and Fees for New Jersey Incorporation
Listed below are some of the fees involved in starting your business.
- The filing fee to incorporate in the State of New Jersey is $125.00.
- The filing fee for the annual report with the Treasury Department, Revenue Division is $50.00.
- The minimum annual tax fee paid to the Department of Revenue is $500.
Other Important Steps
There are several steps when it comes to forming a business in New Jersey. As far as the company name goes, you are not required to reserve a business name; however, it will ensure that the company’s name is still available when actually filing for your incorporation. Drafting bylaws for your corporation is another important step. These bylaws are what will be used to perform all business operations. You do not have to publicize the company’s formation and you also don’t have to follow up on any filing requirements. While an operating agreement doesn’t need to be submitted, one should be created as it will help in running the business. Professionals are not allowed to form a PLLC, otherwise known as a Professional Limited Liability Company. Some of these professionals include physicians, attorneys, and accountants. However, these professionals can incorporate when it comes to LLCs.
How To Form A New Jersey LLC
There are several great resources out there with valuable information. Incorporate.com is one of them. This website will tell you if your company name is available and help with the steps in submitting the Certificate of Formation. It also is a great resource for many follow-up needs. Some of these needs include preparing and filing annual reports.
Select A Name For Your LLC
LLCs formed in New Jersey are required by law to end with L.L.C., LLC, or Limited Liability Company. The name must correspond with the purpose of the business stated on the Certificate of Formation. The name must be completely unique. There are certain words that are restricted when it comes to the name. These include ‘trust’, ‘realtor’, little league’, and ‘olympic.’
If you need help with registering a New Jersey business, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Stripe, and Twilio