New Jersey Articles of Incorporation
In New Jersey you file a certificate of incorporation with the Division of Revenue to form a corporation, setting the name, purpose, agent, and shares. Attorney review available.
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Introduction
New Jersey does not use the phrase articles of incorporation: here the founding document that creates a corporation as a separate legal entity is called a certificate of incorporation. You file it through the Public Records Filing for a New Business Entity with the New Jersey Division of Revenue and Enterprise Services, part of the Department of the Treasury. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the corporation. New Jersey law requires the certificate to set forth the corporate name, a purpose, the aggregate number of shares the corporation has authority to issue, the initial registered agent and registered office, and the incorporators (N.J.S.A. 14A:2-7). The filing fee for a for-profit corporation is $100. After formation, a New Jersey corporation must file an annual report, due by the last day of the anniversary month of its formation, with a $75 fee. New Jersey also imposes the Corporation Business Tax, whose minimum tax works like a franchise tax and is owed each year regardless of profit; the minimum is $500 for a corporation with New Jersey gross receipts under $100,000 (N.J.S.A. 54:10A-5). Some of these fees and figures could not be confirmed on a reachable primary state site on the verification date, so verify the current amounts before you file; attorney review is available. DocDraft builds your New Jersey certificate of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In New Jersey, the founding corporate document is a certificate of incorporation, which is New Jersey's name for articles of incorporation. Filing it creates a corporation as a separate legal entity.
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You file the certificate of incorporation through the Public Records Filing for a New Business Entity with the New Jersey Division of Revenue and Enterprise Services. The filing fee for a for-profit corporation is $100.
- 3
New Jersey requires the certificate to set forth the corporate name, a purpose, the aggregate number of authorized shares, the initial registered agent and registered office, and the incorporators (N.J.S.A. 14A:2-7).
- 4
Every New Jersey corporation must continuously maintain a registered office with a physical New Jersey street address and a registered agent at that office who accepts legal papers for the corporation (N.J.S.A. 14A:4-1).
- 5
New Jersey imposes the Corporation Business Tax, whose minimum tax works like a franchise tax and is owed each year regardless of profit. The minimum is $500 for a corporation with New Jersey gross receipts under $100,000 (N.J.S.A. 54:10A-5).
- 6
After formation, a New Jersey corporation must file an annual report by the last day of the anniversary month of its formation, with a $75 fee, filed with the Division of Revenue and Enterprise Services.
- 7
A certificate of incorporation forms a corporation. To form a New Jersey limited liability company you file a certificate of formation instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in New Jersey, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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New Jersey Requirements for Articles of Incorporation
A New Jersey corporation is formed by filing a certificate of incorporation through the Public Records Filing for a New Business Entity with the New Jersey Division of Revenue and Enterprise Services. The filing fee for a for-profit corporation is $100. Confirm the current fee on the Division of Revenue schedule before filing.
New Jersey calls the founding corporate document a certificate of incorporation rather than articles of incorporation. The two terms mean the same thing in New Jersey: the public document filed with the Division of Revenue to create a corporation.
New Jersey requires the certificate to set forth the corporate name, a purpose, the aggregate number of authorized shares, the initial registered agent and registered office, and the incorporators (N.J.S.A. 14A:2-7). The purpose may be stated broadly.
The corporation must continuously maintain a registered office in New Jersey with a physical street address and a registered agent at that office (N.J.S.A. 14A:4-1). The agent can be a New Jersey resident or a corporation authorized to transact business in the state.
The certificate must state the aggregate number of shares the corporation has authority to issue. If the shares are divided into classes, the certificate must state the number of shares of each class and the designations, rights, and limitations of each (N.J.S.A. 14A:2-7).
A New Jersey corporation must file an annual report with the Division of Revenue and Enterprise Services by the last day of the anniversary month of its formation, with a $75 fee. Confirm the current fee on the Division of Revenue site before filing.
New Jersey imposes the Corporation Business Tax, whose minimum tax works like a franchise tax and is owed each year regardless of profit. The minimum is $500 for New Jersey gross receipts under $100,000, rising to $2,000 at $1,000,000 or more (N.J.S.A. 54:10A-5). This is general information and not tax advice.
A certificate of incorporation forms a corporation. To form a New Jersey limited liability company you file a certificate of formation instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In New Jersey, the founding corporate document is called a certificate of incorporation rather than articles of incorporation, but it does the same job. You file it through the Public Records Filing for a New Business Entity with the New Jersey Division of Revenue and Enterprise Services, and filing it creates a corporation as a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the corporation (N.J.S.A. 14A:2-7).
In New Jersey, a certificate of incorporation (the state's version of articles of incorporation) creates a corporation, which has shareholders, directors, and shares of stock. A certificate of formation (sometimes called articles of organization) creates a limited liability company, which has members instead of shareholders and issues no stock. Both are filed with the New Jersey Division of Revenue and Enterprise Services and both form a separate legal entity, but they create different kinds of entities. Choose the one that matches the entity you want.
New Jersey calls the founding corporate document a certificate of incorporation, not articles of incorporation. Many people search for New Jersey articles of incorporation, and the two terms mean the same thing here: the public document you file with the Division of Revenue and Enterprise Services to create a corporation. New Jersey files it through the Public Records Filing for a New Business Entity, and its required contents are set by N.J.S.A. 14A:2-7.
You file the certificate of incorporation through the Public Records Filing for a New Business Entity with the New Jersey Division of Revenue and Enterprise Services, part of the Department of the Treasury. The filing fee for a for-profit corporation is $100. Because New Jersey has adjusted its business filing fees, confirm the current amount on the Division of Revenue fee schedule before you file; attorney review is available.
New Jersey requires the certificate of incorporation to set forth the corporate name; a purpose, which may be stated broadly as any activity for which corporations may be organized under Title 14A; the aggregate number of shares the corporation has authority to issue, with the classes and their rights if divided into classes; the name of the initial registered agent and the address of the initial registered office; and the names and addresses of the incorporators (N.J.S.A. 14A:2-7).
Every New Jersey corporation must continuously maintain a registered office in New Jersey with a physical street address and a registered agent at that office (N.J.S.A. 14A:4-1). The registered agent can be an individual who resides in New Jersey or a corporation authorized to transact business in the state, and accepts service of process and official notices for the corporation.
New Jersey does not use the label franchise tax, but its Corporation Business Tax includes a minimum tax that works the same way and is owed each year regardless of profit. The minimum tax is based on New Jersey gross receipts, starting at $500 for gross receipts under $100,000 and rising to $2,000 for gross receipts of $1,000,000 or more (N.J.S.A. 54:10A-5). This page states the rule factually and is not tax advice; confirm the current schedule with the Division of Taxation.
A New Jersey corporation must file an annual report with the Division of Revenue and Enterprise Services by the last day of the anniversary month of its formation, with a $75 fee. The annual report keeps the state's records on the corporation current and is separate from the corporate tax return. Filing on time helps keep the corporation in good standing; confirm the current fee on the Division of Revenue site before you file.