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
- 1
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.
- 2
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
File a Certificate of Incorporation With the Division of Revenue
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.
Certificate of Incorporation Terminology
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.
Required Contents of the Certificate
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.
Registered Office and Registered Agent
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.
Authorized Shares
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).
Annual Report by the Anniversary Month
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.
Corporation Business Tax Minimum
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.
Corporation Versus LLC
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.