Instructions Forming a New Jersey Corporation

Contact Information State Business: Entities Department: Mailing Address: Physical Address:

New Jersey Department of the Treasury Division of Revenue & Enterprise Services PO Box 308 Trenton, NJ 08646-0308 33 West State Street—5th Floor Trenton, NJ 08608-1214

Phone:

609.292.9292

Facsimile:

609.984.6851

Website: Entity Search: Online Filing: Forms & Instructional Video: Statutory Authority:

http://www.state.nj.us/treasury/revenue/gettingregistered.shtml https://www.njportal.com/DOR/businessrecords/EntityDocs/BusinessStatCopies. aspx https://www.state.nj.us/cgi-bin/treasury/revenue/dcr/filing/page1.cgi   http://www.reference180.com/incorporate-in-new-jersey New Jersey Business Corporation Act—N.J. Stat. Ann. § 14A (2012)

Forms • • • • • • •

Application for Reservation of Name Public Records Filing for New Business Entity Letter of Transmittal NJ CBT-2553 (used if electing S-Corporation tax filing status in New Jersey) NJ-REG Business Registration Application IRS Form SS-4 Application for Employer Identification Number IRS Form 2553 Election by a Small Business Corporation (used if electing S-Corporation tax filing status)

General filing instructions 1. 2.

3. 4.

Confirm availability of company name. Complete the Public Records Filing for New Business Entity. a. The following information is legally necessary and sufficient to form a corporation in New Jersey: i. Company name ii. Type of business entity iii. Quantity of authorized shares iv. Duration v. Registered agent name, street address, and main business address vi. Name and street address of each initial director vii. Name and street address of each incorporator viii. Incorporator signature, printed name, title, and date b. Optional provisions: Although generally not recommended absent a compelling business reason and/or the advice of an attorney, any provision which is required or permitted by any section of New Jersey Business Corporation Act to be stated in the bylaws may instead be stated in the Articles Incorporation. Complete the Letter of Transmittal. Submit your completed documents, along with a photocopy of each and your filing fees, to the New Jersey Department of the Treasury. Submissions can be made by mail, facsimile, counter service, or online. © 2012-2013 reference one-eighty, inc. www.reference180.com Page 1 of 5

Instructions Forming a New Jersey Corporation

Fee Schedule Name Reservation (optional—reserves your name for 120 days) Mail Public Records Filing for New Business Entity Filing Fee Expedite In person or facsimile. There is a $1.00 per page fee for all accepted filings that are faxed back. Expedite Same day Certified Copy Annual Report & Franchise tax Annual Report Franchise Tax 9% of entire net income (minimum)

$50.00 $125.00 $15.00 $50.00 $25.00 $50.00 $500.00

Company name Select at least three names for your business. It must end with a corporate designator. In New Jersey the specific corporate designators are: “Incorporated” “Corporation” “Company” “Inc.” “Corp.” “Co.” “Ltd.” Conduct an entity search on the New Jersey Department of the Treasury website to confirm the availability of your company name. If the name you want is available, you can reserve it online or by mail. The name reservation fee is $50.00. Your name will be reserved for 120 days. NOTE: Reserving your company name is optional. When selecting your company name you need to take the following into consideration: 1. 2. 3. 4. 5.

Your company name should be unique, easily remembered and pronounced, and set you apart from your competition. Your company name must be available, i.e., your proposed name cannot be the same as or similar to an existing corporation. Check domain name availability—if you want your URL or domain name to be the same as or similar to your company name you’ll need to verify that your desired company name is available as a domain name. Verify that your company name does not conflict with any trademark or service mark by going to www.uspto.gov. Verify that your company name does not conflict with any copyright by going to www.copyright.gov.

Incorporator The incorporator is the person who completes, signs, and files the Public Records Filing for New Business Entity with the state. The only legal requirement for the incorporator is that they be at least 18 years old. The incorporator does not need to be a shareholder, director, officer, or employee of the corporation. For a fee you can retain an attorney, accountant, or document filing service to be the incorporator. If you complete, sign, and file the Public Records Filing for New Business Entity, then you are the incorporator. Registered agent The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed. © 2012-2013 reference one-eighty, inc. www.reference180.com Page 2 of 5

Instructions Forming a New Jersey Corporation

New Jersey law requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Jersey resident or active New Jersey business entity that has a New Jersey street address and consents to accept legal papers on your company’s behalf. NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Jersey resident and have a New Jersey street address. Visit reference180.com if you need help selecting a registered agent. Principal place of business The principal place of business must be the actual physical location of the business. It may not be a post office box. If your corporation is based out of your home, your home address will serve as the business address. Company inception date Your company inception date will be the date your Public Records Filing for New Business Entity is formally accepted and filed by the New Jersey Department of the Treasury. Company duration Unless stated otherwise, New Jersey allows your corporation to have perpetual duration, i.e., your corporation can exist forever. Unless there is a compelling business reason to limit the life of the corporation or upon the advice of an attorney to do so, there is no need to amend the Public Records Filing for New Business Entity. Tax filing status Unless you elect otherwise on IRS Form 2553 your corporation will be taxed as a C-corporation. C-corporations report their income and expenses on IRS Form 1120. S-corporations use IRS Form 1120S. You must also file NJ form CBT-2553 with the New Jersey Department of the Treasury if you want to be taxed as an S-corporation by the state. Accounting year For accounting purposes, your accounting year (calendar or fiscal) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Accounting method For accounting purposes, your accounting method (cash or accrual) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Business purpose New Jersey permits corporations to engage in any lawful activity for which corporations may be organized under the New Jersey Business Corporation Act. You have the option to state a specific business purpose. Unless there is a compelling business reason or an attorney advises you to do so there is no need to state a specific business purpose in the Public Records Filing for New Business Entity. NAICS code New Jersey does not require you to specify a NAICS code. However, you are required to specify a New Jersey Business Code on form NJ-REG Business Registration Application. Quantity, class, and par value of authorized shares New Jersey does not base their filing fee on the quantity, class, or par value of authorized shares you specify in the Public Records Filing for New Business Entity. Therefore, you can authorize as many shares as you wish, with or without par value. © 2012-2013 reference one-eighty, inc. www.reference180.com Page 3 of 5

Instructions Forming a New Jersey Corporation

Bylaws The corporate bylaws govern how you will manage and operate your corporation and conduct its affairs. The bylaws delineate the rights, powers, and duties of the corporation as well as the rights, powers, and duties of its shareholders, directors, officers, and employees. The bylaws do not supersede New Jersey state law or any provision of your Public Records Filing for New Business Entity. After you receive notice that your Public Records Filing for New Business Entity has been accepted by the state you will prepare and adopt bylaws. Shareholders The owners of the corporation are shareholders. You must have at least one shareholder. Directors The directors of the corporation have the ultimate authority and responsibility for managing the corporation. You must have at least one director. Officers The officers of the corporation are statutory officers and usually include a president, secretary, and treasurer. One person may hold all the offices. You must have at least one officer who, at a minimum, shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Optional provisions The state provided forms and these instructions ask for and specify what is legally sufficient and necessary to form a New Jersey corporation. Nevertheless, New Jersey law permits you to add other provisions to your Articles of Organization. Optional provisions include anything the law permits to be in the bylaws. The most common optional provisions are the following: ☐ Terms and qualifications of directors ☐ Terms and qualifications of officers ☐ Indemnification of directors ☐ Indemnification of officers ☐ Powers, rights, and responsibilities of shareholders ☐ Powers, rights, and responsibilities of directors ☐ Powers, rights, and responsibilities of officers ☐ Designation of different classes of stock ☐ Preemptive rights ☐ Cumulative voting rights ☐ Close corporation election If you need to include optional provisions in the Public Records Filing for New Business Entity you should consult an attorney. Post-formation Apply for a Federal Employer Identification Number (FEIN) on IRS Form SS-4. © 2012-2013 reference one-eighty, inc. www.reference180.com Page 4 of 5

Instructions Forming a New Jersey Corporation

If electing S corporation status, file IRS Form 2553 within 75 days of when the election is to take effect. If you want to be taxed as an S-corporation by the state file NJ form CBT-2553 with the New Jersey Department of the Treasury. Hold an initial organizational meeting, prepare and adopt bylaws, prepare and adopt resolutions, appoint directors and officers, and issue shares. Open a company bank account. Within 60 days of forming your corporation complete and file NJ-REG Business Registration Application. There is no fee associated with this filing. Comply with state and local labor and revenue requirements. Ongoing compliance New Jersey corporations must file an annual report online with the New Jersey Department of the Treasury. This report is due by the last day of the anniversary month of the corporation’s formation. There is a $50.00 filing fee. Corporations in New Jersey are required to pay a franchise tax. This tax rate is 9% of the entire net income. The minimum tax is $500. Protect the corporate veil as well as the shareholders, directors, and officers of the company by adhering to the following: Hold scheduled shareholders’ and directors’ meetings—the date, time, and place for your meetings should be specified in the bylaws and should be scheduled regularly Hold special meetings—when matters of importance come up: entering into a lease, opening a bank account, entering into a significant contract, entering into an employment agreement with key personnel, considering the sale or dissolution of the company Keep impeccable records—record meeting minutes, maintain a company record book, maintain a stock ledger reflecting the stock ownership of the corporation and the names and addresses of the shareholders Draft formal resolutions—resolutions should be drafted in matters such as the following: officer compensation, contract authorization, property acquisition, loans and guarantees, bank designations, dividend declarations, share issuance, asset purchases and sales, employee benefit plan adoption, financial statement and audit report approval Remember your fiduciary duty to the corporation—the directors and officers must always do what is in the best interest of the company and shareholders and keep company matters confidential Sign all documents as an officer in the name of the corporation—use a signature block in substantially the following form: Corporate name with designator By:

_____________________________ Officer Title

Never comingle—all corporate purchases should be made in the name of the company, segregate company assets from personal assets, never use company assets for personal use, maintain company funds in a company account separate from personal accounts, maintain current financial records Always comply—with state rules and regulations, corporate charter, bylaws, organizational documents, and contractual obligations; file all appropriate federal, state and local tax returns and pay taxes when due; obtain all necessary permits and licenses Sufficiently fund the company—maintain adequate capitalization and operating capital

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