The following article will explain everything you need to know about New Jersey incorporation. SunDoc Filings specializes in business incorporation in the State of New Jersey. Allow us to help you with the often-complicated paperwork involved in incorporation.

Remember that an attorney is not necessary when it comes to filing the necessary paperwork for New Jersey incorporation. However, seeking out the advice and counsel of a professional may be helpful for some related matters. This article is not to be construed as accounting, tax, or legal advice. Always speak with a licensed and experienced professional when you require specific assistance. 

Overview

You’ll have to pay a filing fee to file your necessary Articles of Incorporation with the New Jersey Secretary of State. Also, you must have a name chosen for your company that is actually available, and you must know which corporation type you want to choose (more on that below). You’ll also need to know who your Registered Agent will be, who your directors and corporate officers are, and what your corporate address will be. Depending on the corporation type you choose, you will have to know the number of shareholders in your corporation as well. Finally, make sure you have a hold on how many shares you’ll be authorizing the corporation to issue.

In addition to the overall filing, you will need an EIN or Federal Tax ID number for your new corporation. Also, you will need to know who any directors are and who your corporate officers will be. Finally, you have to hold an initial board of directors meeting. At this meeting, you will adopt bylaws, which will be kept in your own records (and do not need to be filed with the state). Remember that your appointed officers do not need to be listed in your articles of incorporation either.

Lastly, you’ll need to file your Annual Report. Your Annual Report will list directors and officers of the new corporation

If you would like additional information or advice on New Jersey taxation, be sure to consult with a tax attorney or an accountant who understands this area of law.

Incorporating

The General Stock Corporation is the most common type of corporation. It has an unlimited number of shareholders potential. Some businesses may choose to form a Close Corporation as well. This puts the limit of shareholders at 35 in the articles of incorporation. Finally, some professionals in New Jersey may choose to form a Professional Corporation.

You’ll need forms for your company corporation, which are supplied by the State of New Jersey and can be downloaded from the Secretary of State. You can also create your own forms if you like by hiring an attorney to draw them up.

As an example: the default articles of incorporation limit the corporation to one class of shares. This can be altered in a customized document. Likewise, initial directors can be named in the articles if desired as long as all directors sign the document and are included.

It is a requirement that all corporations have three officers. These officers are president, secretary, and treasure. It is possible for one person to fill all of these roles if you choose to do this.

It is also generally a requirement that New Jersey corporations have a minimum of three directors. In certain cases, however, you can have less than three directors. Particularly, this is true where no shares have been issued or where the shareholders are simply less than three. Unless the articles of incorporation stipulate the number and limit of directors, your bylaws should outline these guidelines.

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of New Jersey law. Minutes must be kept of meetings.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our New Jersey Corporate Kit page.

Registered Agent

It is required by law that all New Jersey corporations have what is called a registered agent. This is an individual (or a company) that will be available for contact and continued communication from the state during regular business hours and at a known address.

Keep in mind that this is one of the services that SunDoc Filings would be happy to help you with in order to outsource your company routine. For additional key information on this matter, please see our article, What is a Registered Agent? Why Do I Need One?

Name Search

It is required that the name you want for your new company is available according to the Secretary of State of New Jersey. This is the name that will be on your articles of incorporation. Your filing will be rejected if your name has already been taken. You can also not choose names that mislead the public or that closely resemble another company's name and lead to deception. Remember that there are other statutory requirements as well. 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches or SunDoc can run the name searches and reserve your ultimate name choice.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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