C-Corp Incorporation · New Jersey
A Complete C-Corporation Package, From Certificate to Stock Ledger
Filing a certificate creates a corporation on paper. The firm's incorporation package adds what makes it work: bylaws, a properly appointed board, founder shares issued correctly and the records investors and lenders expect to see.
The service
Incorporation done once, and done in full
A C corporation is the standard choice when a business expects outside equity investors, employee stock grants or an eventual sale to a larger company. It is also the entity with the most formal governance, which is why a bare state filing is rarely enough.
Many founders file a Certificate of Incorporation online and stop there. Months later, a lender or investor asks for the bylaws, the board's organizational consent and proof that the founders' shares were authorized and paid for — and none of it exists. Recreating those records after the fact is possible, but it costs more than doing it at the start and can leave awkward questions about who owned what in the meantime.
Paul handles the package personally, under a flat fee agreed in writing before work begins. If you are still deciding between a corporation and an LLC, the firm's entity selection guide is the better starting point; the business formation hub covers every entity the firm forms.
What the package includes
Six components of a finished incorporation
Each item is tailored to the company's ownership and plans rather than pulled from a generic template.
Certificate of incorporation
Drafted and filed with the New Jersey Division of Revenue and Enterprise Services, with share authorization and protective provisions chosen deliberately.
Bylaws
Rules for the board, officers, meetings, quorum, notice and indemnification that fit a closely held company.
Bylaws and governanceOrganizational consent
The initial board action electing officers, adopting bylaws, authorizing share issuance, setting the fiscal year and approving bank accounts.
Founder stock issuance
Stock purchase agreements, consideration documented, a share ledger and the paperwork supporting a securities-law exemption for the issuance.
83(b) election awareness
Where founder shares are subject to vesting, the firm flags the strict 30-day window for a federal 83(b) election and coordinates with your tax advisor.
Shareholder terms
Optional shareholder agreement covering transfers, buyouts and deadlock for companies with more than one owner.
Shareholder agreements
Decisions in the certificate
Choices that are hard to change once shares are issued
Under the New Jersey Business Corporation Act (N.J.S.A. Title 14A), the certificate of incorporation is the corporation's charter. Amending it later generally requires board and shareholder approval and a new state filing, so several decisions deserve attention up front:
- Authorized shares — how many shares the company may issue, which should leave room for future investors and an option pool without a charter amendment.
- Classes and series — whether to authorize only common stock now, or to give the board flexibility to create preferred stock later.
- Director and officer liability — New Jersey permits certain limits on personal monetary liability of directors and officers for breaches of duty, subject to statutory exceptions.
- Preemptive rights — whether existing shareholders get a right to buy into new issuances, which can complicate fundraising.
- Initial directors — who sits on the first board and how future directors are added.
A company planning to raise money from professional investors faces additional choices, covered in the firm's guide to C corporations for investor-backed startups. Founders who simply want to understand the filing sequence can read how to incorporate in New Jersey.
Engagement
How an incorporation engagement runs
Intake call
You describe the founders, the planned ownership split, any expected investors and the timeline. You receive a written scope and flat fee.
Drafting
The firm prepares the certificate, bylaws, organizational consent and founder stock documents for your review.
Filing
The certificate is filed with the state and the company's tax identification and state registrations are started.
Signing and issuance
The board signs its organizational consent, founders sign stock purchase agreements and pay for their shares, and the ledger is opened.
Handover
You receive an organized corporate record book and a short list of the dates that matter in the company's first year.
Preparing for intake
Information to have ready
- Two or three possible corporate names, in order of preference
- Each founder's full legal name, address and intended ownership percentage
- Whether any founder's shares should vest over time
- Who will serve as directors and as president, secretary and treasurer
- What each founder is contributing — cash, equipment, code or other intellectual property
- Your accountant's contact details and any tax elections already discussed
Founders building a broader document set at the same time may find a startup legal package more efficient.
Incorporation package questions
Questions about the C-corp registration service
What is included in a C corporation incorporation package?
The firm's package typically covers drafting and filing the certificate of incorporation, custom bylaws, the board's organizational consent, founder stock purchase agreements and a share ledger, and guidance on initial state registrations. A shareholder agreement and 83(b) coordination are added when the facts call for them. The precise scope and the flat fee are confirmed in writing before work starts.
How many directors does a New Jersey corporation need?
New Jersey generally allows a corporation to have a board of one or more directors, so a solo founder can serve as the sole director. The number is set in the certificate or bylaws and can be changed later. Companies expecting investors often plan for a small board with a defined process for adding investor-nominated seats.
Do founders need to file an 83(b) election?
Only where founder shares are subject to vesting or similar restrictions. In that case, a founder who wants to be taxed on the shares' value at grant rather than as they vest must file an 83(b) election with the IRS within 30 days of receiving the shares. The deadline is strict and cannot be cured by filing late, so confirm the decision promptly with your tax advisor.
Can the firm register a corporation formed in another state?
Yes. A corporation formed elsewhere — Delaware is common — that does business in New Jersey generally has to obtain authority to transact business here as a foreign corporation. The firm can handle that registration and review the existing charter and bylaws while doing so.
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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