How Much Does It Cost to Form a Corporation in New Jersey?
Legal business registration — and continuing to keep your business in good standing — involves necessary expenses and investment. Some of these costs are payable to the Treasury, Division of Revenue and Enterprise Services, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a permit or business license in New Jersey may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial New Jersey Corporation Filing Fee
When setting up a corporation in New Jersey, you’ll need to file a form and pay a filing fee. Here are the current New Jersey corporation fees and filing times:
When you use Bizee to form a corporation in New Jersey, we charge you the state filing fee and forward it to the Treasury, Division of Revenue and Enterprise Services when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Bizee can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
New Jersey Foreign Corporation Registration
Before you can bring an arm of your business from another state into New Jersey, you must request Foreign Authorization in New Jersey. This means the state gives you permission to conduct business there.
To request registration of a New Jersey Foreign Corporation, you must complete and file a Certificate of Authorization and pay a processing fee of $125. The state may have additional registration requirements, so contact the Treasury, Division of Revenue and Enterprise Services directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your New Jersey corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Bizee provides a complete Foreign Qualification service for all states.
New Jersey Annual Report Requirements
Most states - including New Jersey - require business entities to file an annual (or other periodic) report. In New Jersey you must file your annual report with the NJ Treasury, DORES every year before the last day of the anniversary month of the company's incorporation. There is a fee of $75 to file your annual report.
Last day of anniversary month of Incorporation.
*All new business entities in New Jersey are required to file Form NJ-REG to be registered for tax and employer purposes. Filing Form NJ-REG ensures that the business is registered under the correct tax identification number and that it will receive the proper returns and notices. The NJ-REG, must be filed within 60 days of filing the new business entity, there is no fee for this filing.
New Jersey Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
In New Jersey you are legally required to have corporate bylaws, however you do not have to file them with the state in any way. Simply keep them filed at your primary place of business and continue to follow them.
Your corporation's bylaws will outline rules for carrying out tasks related to managing your corporation including, but not limited to:
- the number of directors the corporation has
- how they'll be elected, their qualifications and the lengths of their terms
- when, where and how your board of directors can call and conduct meetings
- voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other New Jersey Corporation Filing Requirements and Fees
The State of New Jersey requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. New Jersey corporation law (Title 14A, §§ 14A:6-2) requires all corporations to have at least one director. In addition, all corporations must consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents. A single person can be the president, secretary, sole director and sole shareholder.
In New Jersey, the board of directors (or the single director) elects officers, such as the president, CEO, etc. New Jersey corporation law (Title 14A, §§ 14A:6-15) requires corporations to have at least a president, a secretary and a treasurer. A single person can be the president, secretary, treasurer, sole director and sole shareholder.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every corporation in the state must sell stock to its shareholders. The Certificate of Formation must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
This is one area where New Jersey differs from other states. You may hold annual meetings, and it's generally a good idea to do so. But if you decide not to, New Jersey corporation code Title 14A, §§ 14A:5-2 states, "Failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors at such meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation".
Change the Registered Agent
If your corporation is based in New Jersey, then you must have a Registered Agent in New Jersey. You'll need to appoint one when you file your Certificate of Formation. You can also change to a new Registered Agent later by filing a form and paying a fee of $25.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Treasury, Division of Revenue and Enterprise Services by filing online and paying a fee of $50. First, conduct a New Jersey corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the New Jersey Treasury, Division of Revenue and Enterprise Services forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file a Certificate of Amendment with the Treasury, Division of Revenue and Enterprise Services along with a filing fee of $75. You can do this yourself or Bizee can do it for you.
You'll need to file a Certificate of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Certificate of Formation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Fact or Certificate of Existence. In New Jersey, it's called a Standing Certificate.
If you need to prove you have met your commitments, you’ll need to request a New Jersey Standing Certificate from the Treasury, Division of Revenue and Enterprise Services. You can do this via the state's online portal for a fee of $25.
The information listed above details many of the fees a standard corporation will be required to pay in New Jersey. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the New Jersey taxes page.