New Jersey Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in New Jersey is called the Certificate of Incorporation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, purpose, shares, par value, name and address of the incorporator, name and address of the registered agent and the name and address of the initial directors.

New Jersey law does allow for the formation of Professional Corporations (PC's). The name must include the words "Professional Association," Professional Corporation," or abbreviation "PA" or "PC".

Corporations are managed by their Board of Directors. The minimum number of directors required in New Jersey is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All New Jersey corporations will be required to file an annual report each year with the Division of Revenue. The report must include information on the registered agent and address, principal office address, names and addresses of all officers and directors and information on worker's compensation coverage, if applicable. The report is due annually during the month of formation starting the year after formation. Failure to file the statement will result in the company being administratively dissolved.

Corporations can register an Assumed Name (DBA) with the New Jersey Division of Revenue. Although the registration of the alternate name will not provide exclusive rights to its usage, it will legally link the name to the corporate entity and enable the business to use the alternate name for financial, advertising and other business purposes. The registration of the alternate name will be effective for five years and may be renewed for five-year periods.

NOTE: The New Jersey Division of Revenue does not send reminders of the expiration of a alternate name. It is up to the owner of the alternate name to renew within three months prior to its expiration.

All other entities such as general partnerships and sole proprietorships can file an Assumed Name Certificate directly with the county clerk in each county in which the entity conducts or transacts business.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to NJSA Section 14A:12 of the Business Corporation Law with the New Jersey Division of Revenue.

NOTE: All Corporation Certificates of Dissolution must be submitted an application for a Tax Clearance Certificate , Estimated Summary Tax Return, and payment of any outstanding tax obligations.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In New Jersey an application for S-Corporation Election is required to be filed with the IRS and the New Jersey Department of the Treasury.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Jersey Department of the Treasury at http://www.state.nj.us/treasury.

The formation document required to file an LLC in New Jersey is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, purpose, and registered agent address.

New Jersey law does not allow for the formation of Professional LLC's (PLLC's). However, professionals can form their business as an LLC and list the profession being practiced in the purpose.

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in New Jersey is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All New Jersey LLC's will be required to file an annual report each year with the Division of Revenue. The report must include information on the registered agent and address, principal office address, names and addresses of all manager and members and information on worker's compensation coverage, if applicable. The report is due annually during the month of formation starting the year after formation. Failure to file the statement will result in the company being administratively dissolved.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) with the New Jersey Division of Revenue. Although the registration of the alternate name will not provide exclusive rights to its usage, it will legally link the name to the corporate entity and enable the business to use the alternate name for financial, advertising and other business purposes. The registration of the alternate name will be effective for five years and may be renewed for five-year periods.

NOTE: The New Jersey Division of Revenue does not send reminders of the expiration of a alternate name. It is up to the owner of the alternate name to renew within three months prior to its expiration.

All other entities such as general partnerships and sole proprietorships can file an Assumed Name Certificate directly with the county clerk in each county in which the entity conducts or transacts business.

The LLC Law provides a procedure for voluntarily dissolving a domestic LLC by filing a Certificate of Cancellation pursuant to NJSA Section 42 of the Limited Liability Company Act with the New Jersey Division of Revenue.

NOTE: All outstanding annual reports need to be filed and associated fees need to be paid in order to dissolve the LLC.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Jersey Department of the Treasury at http://www.state.nj.us/treasury.

The formation document required to file a Not-For-Profit corporation in New Jersey is called the Certificate of Incorporation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, specific purpose, names and addresses of the initial directors, and registered agent address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in New Jersey is 3. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All New Jersey Not-For-Profit corporations will be required to file an annual report each year with the Division of Revenue. The report must include information on the registered agent and address, principal office address, names and addresses of all officers and directors and information on worker's compensation coverage, if applicable. The report is due annually during the month of formation starting the year after formation. Failure to file the statement will result in the company being administratively dissolved.

Not-For-Profit Corporations can register an Assumed Name (DBA) with the New Jersey Division of Revenue. Although the registration of the alternate name will not provide exclusive rights to its usage, it will legally link the name to the corporate entity and enable the business to use the alternate name for financial, advertising and other business purposes. The registration of the alternate name will be effective for five years and may be renewed for five-year periods.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic NFP corporations by filing a Certificate of Dissolution pursuant to NJSA Section 14A:12 of the Business Corporation Law with the New Jersey Division of Revenue.

NOTE: NFP's must attach a non-profit plan of dissolution and/or statement of liabilities pursuant to Title 15A:12-3.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Jersey Department of the Treasury at http://www.state.nj.us/treasury.