Form a C Corporation in New Jersey for Free

How to Start a C Corp in New Jersey in 7 Steps

New Jersey routes for-profit corporation filings through the Division of Revenue and Enterprise Services portal. Forming a C Corp in New Jersey involves choosing a compliant corporate name, appointing a registered agent, filing your Certificate of Incorporation, adopting bylaws, obtaining an EIN, and completing New Jersey's separate tax and employer registration. Here's a step-by-step guide to forming your New Jersey C Corp from start to finish.

Step 1: Choose a Name for Your New Jersey C Corp

Your New Jersey corporation's name must be distinguishable from names already on file with the Division of Revenue and Enterprise Services and satisfy the state's naming rules. New Jersey recommends checking name availability before you file.

1. Use the right corporate designator

Your corporation's name must contain "corporation," "company," or "incorporated," or a recognized abbreviation such as Corp., Co., or Inc. The designator has to make clear that the business is a corporation, not an individual, partnership, or another type of entity.

1. Check your corporation name availability for free

Search the state's free Business Name Search tool before you settle on a name. A name that matches or is confusingly similar to an existing New Jersey entity can be rejected when you file, so check availability first and don't make major investments based only on the preliminary search. Keep 2 to 3 backup names in case your first choice is taken; Swyft Filings' free business name generator can help you brainstorm options.

1. Reserve your New Jersey corporation name

If you're not ready to file right away, you can reserve your name with the Division of Revenue and Enterprise Services for a $50 fee. The reservation lasts 120 days and can be renewed for additional 120-day periods or transferred. Reserving a name is optional; you don't need to reserve it if you're ready to file your Certificate of Incorporation immediately.

1. Can a New Jersey C Corp use a DBA?

New Jersey domestic corporations register an alternate name rather than a DBA. An alternate name can be registered after the corporation is formed for $50 and is effective for five years. It can be renewed for additional five-year periods. An alternate name does not provide exclusive rights to the name.

Step 2: Appoint a New Jersey Registered Agent

Every New Jersey corporation must continuously maintain a registered office in the state and a registered agent at that address. The registered agent receives legal documents, tax notices, and other official correspondence on behalf of your corporation.

Make sure that your New Jersey registered agent meets the following corporation requirements:

• Physical Address: The registered agent must have a business office at the corporation's registered office in New Jersey. The registered office must have a New Jersey street address. A P.O. Box can be included, but it cannot replace the required street address.
• Age Eligibility: If you appoint an individual as your registered agent, that person must be at least 18 years old. New Jersey also allows a domestic or authorized foreign corporation to serve as a registered agent.
• Receive Legal Documents: Your registered agent acts as the corporation's agent for service of process and receives legal notices and demands on the corporation's behalf.

Whether you choose to serve as your own New Jersey registered agent or hire a professional registered agent service, the appointment process generally involves these steps:

1. Select a Registered Agent: Choose an eligible individual, such as yourself or another qualified person who meets New Jersey's requirements, or hire a professional registered agent service.
2. Confirm the Agent's Eligibility: Make sure the individual is at least 18 years old and that the registered office has a New Jersey street address. A qualifying corporation can also serve as the registered agent.
3. Provide the Information When Filing Your Certificate of Incorporation: Include the registered agent's name and the New Jersey street address of the registered office in your corporation's formation filing with the New Jersey Division of Revenue and Enterprise Services.

Step 3: Decide Your Share Structure and Prepare Your Certificate of Incorporation

You should determine your corporation’s share structure before filing the Certificate of Incorporation, as the formation document needs to establish the corporation’s authorized shares and, when applicable, the classes or series of shares and their rights.

Your corporation’s share structure determines how ownership is divided among shareholders and how much stock the company can issue. Setting up the structure properly from the beginning can make it easier to allocate founder ownership, bring in investors, and provide equity to employees as your business grows.

When setting up your New Jersey C Corp’s share structure, consider the following:

• Determine authorized shares: Decide how many shares your corporation is authorized to issue. Your Certificate of Incorporation should establish the corporation’s authorized shares. You can authorize more shares than you initially plan to issue, leaving some available for future use.
• Choose your stock type: Many corporations use common stock for founders and employees. You may also establish preferred stock if you expect to raise outside investment or want to give certain investors different rights or preferences.
• Consider multiple classes or series: If needed, your corporation can establish different classes or series of stock with different rights, preferences, or voting powers. The appropriate structure depends on your ownership and financing plans.
• Consider voting rights: Decide whether different classes or series of shares should have different voting rights. For example, one class may have voting rights while another may have limited or no voting rights, depending on the provisions established for the corporation.
• Plan for future financing: If you expect to seek venture capital or other outside investment, consider how subsequent financing rounds could affect your authorized, issued, and ownership percentages.
• Set out the structure in your Certificate of Incorporation: Include the required share information and any applicable provisions for different classes or series in your New Jersey Certificate of Incorporation. Keep your formation document consistent with the share structure you intend to establish.

For example, a startup might authorize 10 million common shares but initially issue only a portion of those shares to its founders. The remaining authorized shares would stay unissued and could potentially be used for future employees or investors. Because your share structure can affect ownership, voting rights, and future fundraising, consider your company’s long-term plans before finalizing it.

Step 4: File Your New Jersey Certificate of Incorporation

Once your name and share structure are set, you're ready to file. New Jersey offers a few ways to submit your Certificate of Incorporation and get your corporation on the record.

You do this by filing a Certificate of Incorporation with the New Jersey Division of Revenue and Enterprise Services (DORES).

To operate as a C corporation, you generally form a New Jersey for profit corporation. "C corporation" primarily refers to how the corporation is taxed at the federal level. New Jersey does not have a separate Certificate of Incorporation specifically for C corporations. Instead, you form a for profit corporation and then complete the applicable federal and state tax registrations.

Let's look at the filing options:

Option 1: File online

Online filing is generally the most convenient way to form a New Jersey corporation. You will provide information about your corporation, including its name, business purpose, registered agent and registered office, incorporator, and other required details. You can also include provisions related to the corporation's structure, such as its authorized shares and classes or series of stock, when applicable.

You can start your New Jersey business formation online through the state's business formation portal. The filing fee for a for-profit corporation is \$100.

Option 2: File by mail

Complete the Public Records Filing for New Business Entity, select "for-profit corporation" as the entity type, and mail it with the \$100 filing fee to:

New Jersey Division of Revenue and Enterprise Services
PO Box 308
Trenton, NJ 08646

Option 3: File over the counter

You can also drop off the same Public Records Filing form in person, or send it by courier, to:

New Jersey Division of Revenue and Enterprise Services
33 West State Street, 5th Floor
Trenton, NJ 08608

In-person filings are handled on a drop-off basis. Expedited processing is available only for over-the-counter filings: \$15 per filing for standard expedited service, \$500 for 2-hour service, or \$1,000 for 1-hour service per document.

NOTE: New Jersey has no separate paper form called "Certificate of Incorporation." For paper filings, each new business type (corporation, LLC, LP, and so on) uses a single state form: the Public Records Filing for New Business Entity.

Step 5: Adopt Your Bylaws

Corporate bylaws are the internal rules that govern how your New Jersey C Corp is managed and operated. New Jersey law provides that a corporation's initial bylaws are adopted by the board of directors at its organizational meeting. The bylaws can establish rules for conducting meetings, electing directors and officers, making corporate decisions, and managing the corporation's affairs.

When preparing your New Jersey C Corp's bylaws, consider including:

• Board of directors: Define the number of directors, their roles and terms, and how vacancies or replacements will be handled.
• Shareholder meetings: Establish when and where shareholder meetings will be held, how notice will be provided, and how shareholders will participate and vote.
• Board meetings: Set procedures for calling board meetings, providing notice, establishing a quorum, and voting on corporate decisions. New Jersey law permits directors to participate in meetings through appropriate communication facilities when the required conditions are met.
• Officers: Identify the corporation's officers, such as the president, secretary, and treasurer, and outline their responsibilities and authority.
• Voting procedures: Explain how shareholders and directors vote and how corporate decisions are approved.
• Committees: Establish rules for creating and managing board committees, if your corporation plans to use them.
• Corporate records: Establish procedures for maintaining important corporate documents, meeting minutes, stock records, and other corporate records.
• Amendments: Establish how the bylaws can be changed as the corporation grows. Under New Jersey law, the board generally has the power to make, alter, or repeal bylaws unless that authority is reserved to shareholders in the Certificate of Incorporation. Shareholders may also alter or repeal bylaws and adopt new ones.

Step 6: Hold the Organizational Meeting

After preparing the bylaws, the board of directors named in the Certificate of Incorporation should hold the corporation's organizational meeting and formally adopt them. New Jersey law also provides that the initial bylaws adopted by the board at this meeting are considered adopted by the shareholders for purposes of the state's Business Corporation Act.

Step 7: Get an EIN for Your New Jersey C Corp

After forming your New Jersey C Corp, the next step is to apply for an Employer Identification Number (EIN) from the IRS. An EIN is a federal tax identification number that the IRS uses to identify your corporation for tax and other business purposes.

Wondering why your New Jersey C Corp needs an EIN? Here are some of the main reasons:

• Opening a business bank account: Banks commonly require an EIN when you open a business bank account for your corporation.
• Hiring employees: You will generally need an EIN if your corporation hires employees in New Jersey or another state.
• Filing tax returns: Your corporation uses its EIN when filing applicable federal and New Jersey business tax returns and other tax documents.
• Registering your business with New Jersey: After obtaining an EIN, a newly formed corporation must file Form NJ-REG for New Jersey tax and employer registration. New Jersey requires newly formed business entities to complete this registration within 60 days of formation.
• Applying for business credit: An EIN may be required when applying for a business credit card, line of credit, or business loan.
• Separating your business and personal finances: Using an EIN for business tax and financial matters helps keep your corporation's activities separate from your personal Social Security number.

You can apply for an EIN directly through the IRS at no cost. You can also choose Swyft Filings to obtain an EIN on your corporation's behalf as part of an applicable New Jersey C Corp formation service.

What are the Post-Formation Requirements for a New Jersey C Corp?

Filing your Certificate of Incorporation creates your New Jersey C corporation, but forming the corporation is only the first step. You must continue meeting New Jersey's filing, tax, registration, and licensing requirements to keep your corporation in good standing.

1. File Your New Jersey Annual Report Every Year

New Jersey corporations must file an annual report electronically with the Division of Revenue and Enterprise Services (DORES). You can file your annual report online through the state's business services system.

The annual report allows you to confirm or update important business information maintained by the state, including your registered agent and registered office and information about the corporation's officers and directors.

2. Pay New Jersey Corporation Business Tax

A New Jersey C Corp is generally subject to the state's Corporation Business Tax (CBT). The tax applies to domestic corporations and to foreign corporations with taxable status in New Jersey.

New Jersey's C corporation tax rates are based on adjusted entire net income:

• 6.5% for corporations with entire net income of $50,000 or less
• 7.5% for corporations with entire net income greater than $50,000 and up to $100,000
• 9% for corporations with entire net income greater than $100,000

New Jersey also imposes a minimum tax based on the corporation's gross receipts in New Jersey. The minimum tax ranges from \$500 to \$2,000, depending on gross receipts.

New Jersey corporations generally file Form CBT-100 electronically. The CBT-100 is due on the 15th day of the month after the federal return's original due date (May 15 for calendar-year corporations). Corporations with taxable net income over \$10 million also pay a 2.5% Corporate Transit Fee for tax periods through 2028.

3. Open a Business Bank Account in New Jersey

Once you receive your EIN, open a dedicated business bank account for your New Jersey C Corp. Keeping corporate and personal funds separate helps maintain clear financial records and supports the separation between you and the corporation.

Banks commonly request documents such as your Certificate of Incorporation, EIN confirmation, and corporate authorization identifying who can open and manage the account.

4. Obtain the Business Licenses and Permits Your Corporation Needs

New Jersey does not have one universal business license that every corporation must obtain. The licenses, permits, and certifications your C Corp needs depend on factors such as your industry, business activities, and location.

For example, a construction company, restaurant, healthcare business, professional service provider, or transportation company may face different licensing and permitting requirements. Local governments may also impose their own requirements.

You can use Swyft Filings business license research service to identify licenses that may apply to your business.

5. Register for New Jersey Taxes and Employer Obligations

After forming your corporation and obtaining an EIN, you generally need to register with New Jersey for applicable state tax and employer purposes by filing Form NJ-REG. New Jersey says businesses should complete this registration to provide information about the taxes and employer contributions that may apply to them.

When you complete the registration, New Jersey issues a New Jersey Tax ID and, when applicable, a Certificate of Authorization to Collect Sales Tax.

You can register your business for New Jersey taxes and employer purposes through the state's online system.

6. Maintain Your Corporate Records

A New Jersey C Corp should also maintain its corporate records after formation. Keep your Certificate of Incorporation, bylaws, stock records, meeting minutes or written consents, financial records, tax filings, and other important corporate documents organized and up to date.

These records help demonstrate that the corporation is being operated as a separate legal entity and make it easier to manage changes in ownership, directors, officers, and other corporate matters.

New Jersey also requires corporations to keep their state business information current. If information such as the registered office, registered agent, officers, or other business details changes, make the appropriate updates with the state.

How Much Does It Cost to Form a C Corp in New Jersey?

The cost of forming a C Corp in New Jersey depends on the state fees you're required to pay and any optional services you choose. Here's a quick breakdown:

*Disclaimer: This guide provides general information about forming a C Corp in New Jersey and is not a substitute for legal, tax, or financial advice.*