How to Incorporate in New Jersey
Select a unique name., Avoid using restricted words., Don’t use prohibited words., Use only permitted designations., Check if the name is available., Reserve your name., Register your trademark or service mark., Draft bylaws., Select the board of...
Step-by-Step Guide
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Step 1: Select a unique name.
You cannot use a name that another business in New Jersey also uses.
The name also cannot be similar to another active business.You should sit down and come up with a name that reflects your business.
You cannot name your business in such a way that it suggests you are performing illegal activity. “Prostitution Services,” for example, would be illegal.
Your name also can’t suggest that you are a different business entity type.
If you are a corporation, then don’t call yourself “Johnson Partners.” Remember that you can also register alternate names.
If you like more than one name, remember that you can use both. -
Step 2: Avoid using restricted words.
New Jersey restricts the use of certain words in business names.
If you want to use one, then you will need permission from the state before you can register it:
Urban Renewal Olympic Olympia Little League Insurance Handicapped Funeral Homes Cemetery Blind , Some words cannot be used in a corporation name, so you shouldn’t include them.
The following words are prohibited:
District of Columbia D.C.
Metropolitan Postal Realtor Trust Underwriters , A designation identifies your type of business identity.
You must use the correct identity and you can only use certain designations, such as the following:
Company Co.
Corporation Corp.
Inc.
Incorporated Ltd. , You can find if a name is already used by using the Name Availability Look-Up Service, which is available at https://www.njportal.com/DOR/BusinessNameSearch/Search/Availability.
Type in your business name and check. , You can reserve a corporate name by paying a fee and then submitting Form UNRR-1, which is available here: http://www.state.nj.us/treasury/revenue/amendcerts.shtml.
If you are a domestic New Jersey corporation, then your name reservation lasts for 120 days.You must pay $50 per name that you want to reserve.
You can also register an alternate name using this form: http://www.nj.gov/treasury/revenue/dcr/pdforms/c150g.pdf.
It costs $50 to register an alternate name.
You must renew an alternate name every five years., You don’t have to register your name as a trademark or service mark.
However, if you do, then you can exclude others from using the mark.
Registering and using a mark is a good way to establish your identity in the marketplace.
You can register with the state and with the federal government.
The forms to register with the state are available here: http://www.nj.gov/treasury/revenue/dcr/pdforms/tmsm01.pdf.
To register with the federal government, visit the U.S.
Patent and Trademark Office. , Your bylaws are the rules and procedures for how the corporation will be run.
New Jersey does not require that you file your bylaws with the state.
However, you must keep a copy at your business.Bylaws typically contain the following information: number of corporate officers size of the board of directors and how they are selected when board and shareholder meetings will be held the process for calling board meetings , The board of directors makes decisions about the corporation.
In New Jersey, you need to list at least one director on your Certificate of Business Formation, so the owners should select an initial board at your first meeting.The initial board may consist of the owners.
You can always change the board later. , You also must identify a registered agent.
This person can receive service of process in case your company gets sued.
The agent can also receive important documents from the state.
Your agent must meet the following criteria:any individual over 18 years of age a business in good standing with New Jersey which agrees to serve as your agent , You will incorporate by filing a Certificate of Business Formation with the state’s Division of Revenue.
You can complete this filing online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome.
Click “Get Started.” You may also submit a paper application.
A packet is available as a PDF here: http://www.nj.gov/treasury/revenue/forms/2000.pdf.
If you have questions, then you should call 609-292-9292 for help. , You must pay $125 to register your corporation.
If you register online, then you can pay using a credit card, electronic check, or depository account.
If you apply using a paper document, then make the check payable to “Treasurer, State of New Jersey.”, If you filed online, then notification will be sent to your registered office between three and ten business days.
You will also receive an online confirmation and a filing certificate which you can print out.The state will also notify you if there is a problem with your application.
You will receive either an email or a letter explaining what is missing.
Promptly provide any missing information. , After you incorporate, New Jersey law requires that you hold an organizational meeting of the board of directors.
Whoever calls the meeting should provide five days’ written notice by mail of the meeting and its location.
You must have a majority of the board present.
You should perform the following tasks:adopt the bylaws elect corporate officers authorize the issuance of shares transact any other business , If you have employees, then you must have a Federal Employer Identification Number (FEIN), which you can get from the IRS after you incorporate.You can apply for the FEIN at the IRS website: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online.
However, if you have already received an FEIN for a different business online, then you must request the FEIN by filling out Form SS-4 and submitting by fax or through the mail., Your business might need certain licenses or permits before you can open your doors.
You can find what permits and licenses you need by visiting this webpage: http://www.nj.gov/njbusiness/licenses/.
If you have questions, then you can contact a Business Advocate at the New Jersey Business Action Center at 1-866-534-7789. , All businesses should call their county or city government and find out if they have any regulations or registration requirements.
You may also need permits in order to operate in the city/county.Be sure to complete this paperwork and get necessary approvals before starting your business. , After you register your business, the state will send you information and forms related to your tax obligations.You should read these documents carefully. , All employers must pay unemployment insurance on their employees.
Accordingly, if you have at least one employee then you must register with the state’s Division of Employer Accounts, New Jersey Department of Labor and Workforce Development.You can call the following numbers:
North Jersey: 973-648-4109 Central Jersey: 732-418-3331 South Jersey: 856-614-3764 , An S corporation is a corporation that enjoys some of the tax advantages of a limited liability company (LLC) or a partnership.
Principally, the corporation does not pay federal income taxes.
Instead, the corporation’s profits and losses are passed through to individual shareholders.Not every corporation can elect to become an S corp.
Generally, you cannot have more than 100 shareholders and you must have only one class of stock.If you want to elect to become an S corporation, then you must file Form 2553 with the IRS within 2 months and 15 days of filing your Certificate of Business Formation with New Jersey.
If you are unsure about whether becoming an S corporation is a good idea, meet for a consultation with a lawyer or business advocate. , Know that help is available if you find the incorporation process confusing or exhausting.
You should reach out to the following to get your questions answered and to receive guidance on the incorporation process:
The New Jersey Business Action Center has advocates available who can help.
They can identify problems with obtaining licenses or permits and also work with other departments to find solutions.You might also seek the help of a lawyer.
You can get a referral by contacting your county bar association.
A listing is available at the New Jersey Bar Association website: http://tcms.njsba.com/PersonifyEbusiness/LegalResources/CountyBarAssociations.aspx.
Call up the referred lawyer and ask to schedule a consultation. -
Step 3: Don’t use prohibited words.
-
Step 4: Use only permitted designations.
-
Step 5: Check if the name is available.
-
Step 6: Reserve your name.
-
Step 7: Register your trademark or service mark.
-
Step 8: Draft bylaws.
-
Step 9: Select the board of directors.
-
Step 10: Choose a registered agent.
-
Step 11: File a Certificate of Business Formation.
-
Step 12: Pay your fee.
-
Step 13: Receive confirmation of filing.
-
Step 14: Hold an organizational meeting.
-
Step 15: Get a federal employer identification number.
-
Step 16: Obtain required licenses and permits from the state.
-
Step 17: Contact your local government.
-
Step 18: Receive tax forms from the state.
-
Step 19: Register if you have at least one employee.
-
Step 20: Choose whether to become an S corporation.
-
Step 21: Get help.
Detailed Guide
You cannot use a name that another business in New Jersey also uses.
The name also cannot be similar to another active business.You should sit down and come up with a name that reflects your business.
You cannot name your business in such a way that it suggests you are performing illegal activity. “Prostitution Services,” for example, would be illegal.
Your name also can’t suggest that you are a different business entity type.
If you are a corporation, then don’t call yourself “Johnson Partners.” Remember that you can also register alternate names.
If you like more than one name, remember that you can use both.
New Jersey restricts the use of certain words in business names.
If you want to use one, then you will need permission from the state before you can register it:
Urban Renewal Olympic Olympia Little League Insurance Handicapped Funeral Homes Cemetery Blind , Some words cannot be used in a corporation name, so you shouldn’t include them.
The following words are prohibited:
District of Columbia D.C.
Metropolitan Postal Realtor Trust Underwriters , A designation identifies your type of business identity.
You must use the correct identity and you can only use certain designations, such as the following:
Company Co.
Corporation Corp.
Inc.
Incorporated Ltd. , You can find if a name is already used by using the Name Availability Look-Up Service, which is available at https://www.njportal.com/DOR/BusinessNameSearch/Search/Availability.
Type in your business name and check. , You can reserve a corporate name by paying a fee and then submitting Form UNRR-1, which is available here: http://www.state.nj.us/treasury/revenue/amendcerts.shtml.
If you are a domestic New Jersey corporation, then your name reservation lasts for 120 days.You must pay $50 per name that you want to reserve.
You can also register an alternate name using this form: http://www.nj.gov/treasury/revenue/dcr/pdforms/c150g.pdf.
It costs $50 to register an alternate name.
You must renew an alternate name every five years., You don’t have to register your name as a trademark or service mark.
However, if you do, then you can exclude others from using the mark.
Registering and using a mark is a good way to establish your identity in the marketplace.
You can register with the state and with the federal government.
The forms to register with the state are available here: http://www.nj.gov/treasury/revenue/dcr/pdforms/tmsm01.pdf.
To register with the federal government, visit the U.S.
Patent and Trademark Office. , Your bylaws are the rules and procedures for how the corporation will be run.
New Jersey does not require that you file your bylaws with the state.
However, you must keep a copy at your business.Bylaws typically contain the following information: number of corporate officers size of the board of directors and how they are selected when board and shareholder meetings will be held the process for calling board meetings , The board of directors makes decisions about the corporation.
In New Jersey, you need to list at least one director on your Certificate of Business Formation, so the owners should select an initial board at your first meeting.The initial board may consist of the owners.
You can always change the board later. , You also must identify a registered agent.
This person can receive service of process in case your company gets sued.
The agent can also receive important documents from the state.
Your agent must meet the following criteria:any individual over 18 years of age a business in good standing with New Jersey which agrees to serve as your agent , You will incorporate by filing a Certificate of Business Formation with the state’s Division of Revenue.
You can complete this filing online at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome.
Click “Get Started.” You may also submit a paper application.
A packet is available as a PDF here: http://www.nj.gov/treasury/revenue/forms/2000.pdf.
If you have questions, then you should call 609-292-9292 for help. , You must pay $125 to register your corporation.
If you register online, then you can pay using a credit card, electronic check, or depository account.
If you apply using a paper document, then make the check payable to “Treasurer, State of New Jersey.”, If you filed online, then notification will be sent to your registered office between three and ten business days.
You will also receive an online confirmation and a filing certificate which you can print out.The state will also notify you if there is a problem with your application.
You will receive either an email or a letter explaining what is missing.
Promptly provide any missing information. , After you incorporate, New Jersey law requires that you hold an organizational meeting of the board of directors.
Whoever calls the meeting should provide five days’ written notice by mail of the meeting and its location.
You must have a majority of the board present.
You should perform the following tasks:adopt the bylaws elect corporate officers authorize the issuance of shares transact any other business , If you have employees, then you must have a Federal Employer Identification Number (FEIN), which you can get from the IRS after you incorporate.You can apply for the FEIN at the IRS website: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online.
However, if you have already received an FEIN for a different business online, then you must request the FEIN by filling out Form SS-4 and submitting by fax or through the mail., Your business might need certain licenses or permits before you can open your doors.
You can find what permits and licenses you need by visiting this webpage: http://www.nj.gov/njbusiness/licenses/.
If you have questions, then you can contact a Business Advocate at the New Jersey Business Action Center at 1-866-534-7789. , All businesses should call their county or city government and find out if they have any regulations or registration requirements.
You may also need permits in order to operate in the city/county.Be sure to complete this paperwork and get necessary approvals before starting your business. , After you register your business, the state will send you information and forms related to your tax obligations.You should read these documents carefully. , All employers must pay unemployment insurance on their employees.
Accordingly, if you have at least one employee then you must register with the state’s Division of Employer Accounts, New Jersey Department of Labor and Workforce Development.You can call the following numbers:
North Jersey: 973-648-4109 Central Jersey: 732-418-3331 South Jersey: 856-614-3764 , An S corporation is a corporation that enjoys some of the tax advantages of a limited liability company (LLC) or a partnership.
Principally, the corporation does not pay federal income taxes.
Instead, the corporation’s profits and losses are passed through to individual shareholders.Not every corporation can elect to become an S corp.
Generally, you cannot have more than 100 shareholders and you must have only one class of stock.If you want to elect to become an S corporation, then you must file Form 2553 with the IRS within 2 months and 15 days of filing your Certificate of Business Formation with New Jersey.
If you are unsure about whether becoming an S corporation is a good idea, meet for a consultation with a lawyer or business advocate. , Know that help is available if you find the incorporation process confusing or exhausting.
You should reach out to the following to get your questions answered and to receive guidance on the incorporation process:
The New Jersey Business Action Center has advocates available who can help.
They can identify problems with obtaining licenses or permits and also work with other departments to find solutions.You might also seek the help of a lawyer.
You can get a referral by contacting your county bar association.
A listing is available at the New Jersey Bar Association website: http://tcms.njsba.com/PersonifyEbusiness/LegalResources/CountyBarAssociations.aspx.
Call up the referred lawyer and ask to schedule a consultation.
About the Author
Justin Pierce
Specializes in breaking down complex lifestyle topics into simple steps.
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