Incorporation Guide · New Jersey
How a New Jersey Corporation Comes Into Existence, Step by Step
Incorporating under the New Jersey Business Corporation Act takes one state filing and a set of internal actions that follow it. This guide explains the sequence, what each document does and how to think about New Jersey versus Delaware.
The legal framework
Title 14A and what it asks of a new corporation
New Jersey corporations are created and governed under the New Jersey Business Corporation Act, N.J.S.A. Title 14A. The Act sets out what the charter must contain, how the corporation organizes itself and which decisions belong to directors versus shareholders.
The process divides naturally into two halves. The external half is the public filing with the state that brings the corporation into existence. The internal half — adopting bylaws, electing officers, issuing stock — is what turns a name on the state register into a business that can sign contracts, open accounts and take investment.
This page is a procedural walkthrough written for founders who want to understand the steps. It is general information; the right choices for share structure, governance and taxes depend on your plans. If you would prefer to hand the whole process to counsel, the firm's C-corp incorporation package describes what that includes.
The filing half
Creating the corporation with the state
Choose and check the name
A New Jersey corporate name generally must include a word such as "Corporation", "Incorporated" or "Company", or an accepted abbreviation, and must be distinguishable from names already on record. A name search with the state is the first step; trademark clearance is a separate question worth asking.
Appoint a registered agent
Every corporation needs a registered agent with a New Jersey address to receive legal papers and official notices. A founder can serve, but many companies use a commercial agent for privacy and reliability.
Prepare the certificate of incorporation
The certificate states, among other things, the name, the number and classes of shares the corporation is authorized to issue, the registered office and agent, the first directors and the incorporators. Optional provisions — liability limits, preemptive rights — are chosen here.
File with the Division of Revenue
The certificate is filed with the New Jersey Division of Revenue and Enterprise Services, typically online. The corporation's existence generally begins on filing, or on a later effective date if one is specified.
The internal half
The organizational meeting and the first board actions
Once the certificate is filed, the corporation needs to organize. Under the Act this is done at an organizational meeting of the initial board — or of the incorporators, if the certificate did not name directors — or, as is common in small companies, by unanimous written consent instead of a meeting. The organizational action is the corporation's first official act and the foundation of its record book.
- Adopt the bylaws that will govern meetings, quorum, officers and records
- Elect officers, typically a president, secretary and treasurer (one person may hold more than one office)
- Authorize the issuance of founder shares and the consideration to be received for them
- Approve opening bank accounts and designate who may sign
- Set the fiscal year and authorize applying for tax identification and state registrations
- Ratify acts taken by the incorporator before organization
After organizing, the corporation obtains a federal EIN, completes New Jersey tax and employer registration, and calendars its annual report, due each year in the month of its incorporation anniversary. The firm's business formation checklist covers the post-filing registrations in more detail, and drafting bylaws has its own page.
Where to incorporate
New Jersey or Delaware for a company operating here
Delaware's reputation leads many founders to assume it is always the right answer. For a business that operates mainly in New Jersey, the comparison is closer than it looks.
| Consideration | New Jersey corporation | Delaware corporation doing business in NJ |
|---|---|---|
| State filings | One state: formation and annual report in New Jersey | Two states: Delaware formation and franchise tax, plus New Jersey foreign-corporation authority and reports |
| Registered agents | One New Jersey agent | Agents in both states |
| Investor expectations | Acceptable to many local lenders and angel investors | Often preferred or required by venture capital funds |
| Body of corporate case law | Well-developed New Jersey statute and courts | Extensive, frequently cited corporate case law and a specialized business court |
| Taxes on New Jersey operations | New Jersey corporate taxes apply | New Jersey corporate taxes still generally apply to income earned here |
For a company that will raise institutional venture money, Delaware is common and often expected; the firm's page on C corporations for startups seeking investors explores that path. For a closely held business staying in-state, a New Jersey corporation is frequently simpler. Discuss tax effects with your accountant.
Before you file
Decisions worth settling first
Each is easier to decide before the certificate is filed than to change afterward.
- Whether a corporation is the right entity at all, as opposed to an LLC — see choosing the right business entity
- How many shares to authorize, and how many to issue to each founder
- Whether founder shares should vest
- Whether the corporation will elect S-corporation tax treatment, which limits who may own shares
- Who will serve on the first board and as officers
- Whether founders need a shareholder agreement covering buyouts and transfers
Every entity type the firm forms, with its flat-fee approach, is summarized on the business entity formation hub.
Incorporation questions
Questions about incorporating in New Jersey
What goes in a New Jersey certificate of incorporation?
The certificate generally includes the corporation's name, the number of shares it is authorized to issue and any classes, the registered office and agent, the number and names of the first directors, and the incorporators' names and addresses. It may also contain optional provisions, such as limits on director liability or rules about preemptive rights. The state's filing form prompts for the required items.
Should I incorporate in New Jersey or Delaware?
If the company will operate mainly in New Jersey and has no plans for institutional venture funding, a New Jersey corporation is often simpler because it avoids maintaining two states' filings and agents. If professional investors are expected, Delaware is commonly preferred. The answer depends on your funding plans and costs, and your accountant should weigh in on taxes.
When does a New Jersey corporation legally exist?
Generally on the date the certificate of incorporation is filed with the state, unless the certificate specifies a later effective date. Existing on paper is not the same as being organized, though: until bylaws are adopted, officers elected and shares issued, the corporation has no clear decision-makers or owners of record.
Who can be an incorporator in New Jersey?
An incorporator signs and files the certificate. New Jersey generally permits one or more adult individuals, or an entity, to act as incorporator. The incorporator's role is short-lived: once the board is in place and the corporation is organized, the incorporator has no ongoing authority, and the board typically ratifies what the incorporator did.
Your attorney
Paul H. Appel, Esq.
Every matter at the firm is handled personally by Paul — the same attorney reads the documents, gives the advice and negotiates on your behalf.
- Education
- Columbia Law School, Juris Doctor (1967)
- Experience
- 58+ years in commercial and business law
- Focus for this matter
- Entity formation, operating agreements, bylaws and governance records
- Office
- Freehold, NJ — serving Monmouth, Middlesex & Ocean Counties
Contact
Discuss Your Business Matter With Paul
Describe what the business is dealing with — a contract on your desk, a deal in progress, a dispute or a company you are about to form. You will hear back from the attorney who handles the work.
- Phone917-748-6124
- Office11 Crestwood Drive, Freehold, NJ 07728
- ConsultationsBy phone, video or in person by appointment
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