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corp formationUpdated 2026-04-01

How to Incorporate in New Jersey

Step 2: Appoint Your Board of Directors

New Jersey requires a minimum of one director for your corporation under N.J.S.A. 14A:2-7. That director does not need to be a New Jersey resident, and a single director can serve as both director and officer if your bylaws permit.

You should decide on your board structure before filing. Most small corporations start with one or three directors. If you have multiple founders, you may want each to serve as a director, or you may designate one founder as the sole director and establish a management agreement among the owners.

Directors do not need to be shareholders. You can appoint outside directors if you prefer, though many small corporations keep the board limited to active owners.

Document your director appointments in your corporate bylaws (discussed in Step 4) and in your corporate records. You will not list director names in the Certificate of Incorporation itself, but you must have made your appointments before or immediately after incorporation.

Key Director Requirements for New Jersey Corporations

Requirement Rule
Minimum number 1 director
Residency required No
Shareholder requirement No—directors need not own stock
Named at incorporation Yes—list in Certificate of Incorporation
Compensation Permitted but not required

Step 3: File Your Certificate of Incorporation

The Certificate of Incorporation is your formation document under N.J.S.A. 14A:2-7. You must file it with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services. The filing fee is $125.

You can file online through https://www.njportal.com/DOR/BusinessFormation/Home/Welcome or by mail to:

New Jersey Department of the Treasury
Division of Revenue and Enterprise Services
PO Box 308
Trenton, NJ 08646-0308

For overnight or in-person delivery, use:
33 West State St., 5th Floor
Trenton, NJ 08608

Your Certificate of Incorporation must include:

  • Your corporation's name (as verified in Step 1)
  • A statement of the corporation's purpose
  • The duration of the corporation (perpetual is standard)
  • The number and classes of shares authorized to issue
  • The name and New Jersey street address of your registered agent
  • The address of your principal business office
  • The name and address of the incorporator (usually a founder or attorney)
  • The signature of the incorporator

The registered agent must be either an individual or a business entity duly registered and in good standing in New Jersey. The registered office address must be a New Jersey street address; a P.O. Box alone is not acceptable, though you may list both a street address and a P.O. Box.

Online filing typically results in same-day or next-business-day approval. Mail filings take 5–10 business days. Once approved, you will receive a filed Certificate of Incorporation, which serves as your proof of incorporation.

Step 4: Adopt Corporate Bylaws and Issue Stock

Bylaws are your corporation's internal governance rules. New Jersey law does not require you to file bylaws with the state, but you must adopt them and keep them in your corporate records.

Your bylaws should address:

  • The number and duties of directors
  • The number and titles of officers (president, secretary, treasurer, etc.)
  • The process for shareholder and director meetings
  • Voting rights and quorum requirements
  • Stock issuance and transfer rules
  • Indemnification of directors and officers
  • Amendment procedures

You can adopt bylaws at your first board meeting or by written consent of your directors. Document the adoption in your corporate minutes or written consent.

After adoption, you must issue stock to your shareholders. Create a stock ledger showing the number of shares issued, the class of shares, the shareholder names, and the consideration paid. Stock certificates are not required by New Jersey law, but many corporations issue them for clarity and to satisfy lender or investor expectations.

Keep all bylaws, stock records, and meeting minutes in your corporate records book. These documents are not filed with the state but are essential for proving your corporation's legitimacy and protecting your personal liability shield.

Step 5: Obtain Your Federal Employer Identification Number (EIN)

Your corporation needs a federal Employer Identification Number (EIN) from the Internal Revenue Service, even if you have no employees. The EIN is your corporation's federal tax identifier.

Apply for an EIN online at https://www.irs.gov/ein or by mail using IRS Form SS-4. Online applications are processed immediately and provide your EIN on the same day. Mail applications take 4–6 weeks.

You will need:

  • Your corporation's legal name (as filed in your Certificate of Incorporation)
  • Your Certificate of Incorporation or a copy showing the filing date
  • Your principal business address in New Jersey
  • Your registered agent's name and address
  • The name and Social Security Number of a responsible party (usually the president or a founder)

Keep your EIN notice in your corporate records. You will need it for your New Jersey tax registration (Step 6) and for opening a business bank account.

Step 6: Register for New Jersey Taxes and Obtain Your Business Registration Certificate

New Jersey requires a two-step registration process. After filing your Certificate of Incorporation, you must file Form NJ-REG (New Jersey Business Registration) with the Division of Revenue and Enterprise Services to obtain your Business Registration Certificate (BRC).

The BRC is required for:

  • Contracting with the state or local government
  • Applying for state grants or tax credits
  • Opening a business bank account
  • Hiring employees
  • Registering for sales tax (if applicable)

File Form NJ-REG online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome or by mail. The form asks for:

  • Your corporation's legal name and any alternate names
  • Your EIN
  • Your principal business address
  • Your registered agent information
  • Your business description and North American Industry Classification System (NAICS) code
  • Information about ownership and management

There is no separate filing fee for NJ-REG; it is part of the formation process. However, if you need to register for sales tax, employer withholding, or other specific tax programs, those registrations may have their own fees or requirements.

Once approved, you will receive your Business Registration Certificate, which shows your BRC number. This certificate is your proof of registration for state purposes.

Step 7: Register for Sales Tax (If Required)

If your corporation will sell tangible goods or certain services in New Jersey, you must register for sales tax. New Jersey's statewide sales tax rate is 6.625%.

Register for sales tax through the Division of Taxation at https://www.nj.gov/treasury/taxation/salestax.shtml. You can file online or by mail. The registration is typically processed within 5–10 business days.

You will need:

  • Your EIN
  • Your Business Registration Certificate number
  • Your principal business address
  • A description of the products or services you will sell
  • Your expected monthly sales volume

Once registered, you will receive a sales tax certificate and a sales tax account number. You must collect sales tax from customers and remit it to New Jersey monthly or quarterly, depending on your sales volume.

Some sales are exempt from New Jersey sales tax, including certain services, manufacturing equipment, and resale items. Review the Division of Taxation's guidance to determine whether your business is subject to sales tax.

Step 8: Obtain Required Local and Industry-Specific Licenses

New Jersey does not impose a single statewide general business license on all corporations. However, depending on your industry and location, you may need:

  • A local mercantile or business license from your municipality
  • A professional license (if you are a lawyer, accountant, engineer, etc.)
  • A health department permit (if you handle food, beverages, or health services)
  • An alcohol license (if you sell liquor)
  • An environmental or air-quality permit (if you manufacture or process goods)
  • A zoning approval or certificate of occupancy (if you operate a physical location)

Use the Business.NJ.gov starter kit at https://account.business.nj.gov/starter-kits/nj-business to identify which licenses and permits apply to your business. The tool asks about your industry and location and generates a personalized checklist.

Contact your local municipal clerk or business office to learn about local licensing requirements. Many municipalities require a local business license before you can operate, even if the state does not.

Step 9: Understand Your Annual Compliance Obligations

Your corporation must file an annual report with the New Jersey Department of the Treasury every year. The report is due on the last day of the month in which your corporation was formed.

For example, if you incorporated on March 15, your annual report is due on March 31 each year.

The annual report fee is $75. You can file online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome or by mail. The form asks for:

  • Your corporation's name and address
  • Your EIN
  • Your registered agent information
  • Your principal business address
  • A confirmation that your corporation is still active

Failure to file your annual report for two consecutive years will result in automatic revocation of your corporate charter. If your corporation is revoked, you lose your liability protection and must file a reinstatement application (fee: $75) plus all delinquent annual reports to restore your status.

In addition to the state annual report, you must file federal income tax returns (Form 1120 for C corporations or Form 1120-S for S corporations) with the IRS by April 15 each year. You must also file New Jersey Corporation Business Tax returns (Form CBT-100) by the same deadline.

Step 10: Understand New Jersey Corporate Taxation

New Jersey C corporations pay Corporation Business Tax (CBT) under N.J.S.A. 54:10A-1 et seq. The tax is graduated based on net income:

  • 6.5% on entire net income up to $50,000
  • 7.5% on entire net income above $50,000 and up to $100,000
  • 9% on entire net income above $100,000

A minimum CBT also applies based on your New Jersey gross receipts. Additionally, a temporary 2.5% Corporate Transit Fee applies to allocated taxable net income above $10 million through the current statutory period.

If you elect S corporation status at the federal level, New Jersey recognizes that election, and your corporation will be taxed as a pass-through entity. S corporation owners report their share of income on their personal New Jersey Gross Income Tax returns. The top resident rate is currently 10.75%.

File your CBT return (Form CBT-100) with the New Jersey Division of Taxation by April 15 each year. Estimated tax payments may be required if you expect to owe more than $500 in tax.

LLC vs. Corporation: When to Choose Each

While this guide focuses on incorporation, you should understand when an LLC might be a better choice for your New Jersey business.

Choose a corporation if:

  • You plan to raise venture capital or attract outside investors (investors typically prefer the corporate structure)
  • You want to issue multiple classes of stock with different voting or dividend rights
  • You expect significant retained earnings and want to defer personal income tax
  • You plan to go public or merge with another company

Choose an LLC if:

  • You are a single-member or small-group business and want simpler management and fewer formalities
  • You want pass-through taxation by default (LLC income is taxed to members, not the entity)
  • You want flexibility in profit-sharing and management structure
  • You want lower formation and annual compliance costs

Both structures provide personal liability protection. An LLC's formation fee is also $125 (same as a corporation), and annual reports are $75 (same as a corporation). However, LLCs have fewer statutory formalities (no required bylaws, stock, or directors) and may be easier to manage if you are a small business.

Conclusion

Incorporating in New Jersey involves ten key steps: choosing a name, appointing directors, filing your Certificate of Incorporation ($125 fee), adopting bylaws and issuing stock, obtaining an EIN, registering for New Jersey taxes (NJ-REG), registering for sales tax if required, obtaining local and industry licenses, filing annual reports ($75 fee, due on the last day of your formation month each year), and understanding your Corporation Business Tax obligations (graduated rates from 6.5% to 9% depending on net income).

The process typically takes 2–4 weeks from start to finish if you file online and have all required information ready. Once incorporated, you must maintain corporate records, hold annual meetings or obtain written consents, file annual reports on time, and pay your annual CBT and any other applicable taxes.

For questions or assistance, contact the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services at (609) 292-9292 or visit https://www.nj.gov/treasury/revenue/. You can also file online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome.

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