New Jersey: Non-profit/For-profit Company Registry Requirements

Non-profit

First, you need to form a nonprofit corporation under New Jersey state law (Title 15A of the New Jersey Statutes).

1. Choose the initial directors and officers for your nonprofit

In New Jersey, your nonprofit corporation must have three or more directors.

2. Choose a name for your New Jersey nonprofit corporation

The name of your nonprofit corporation cannot be the same as, or confusingly similar to, the name of any other existing corporation or other entity authorized to do business in New Jersey. To see if your proposed name is available, you can search the New Jersey business name database on the Division of Revenue and Enterprise Services website. In New Jersey, your nonprofit corporation name must include one of the following: “a New Jersey nonprofit corporation,” “incorporated,” “corporation,” “inc.,” or “corp.”

3. Prepare and file your nonprofit articles of organization

You create your nonprofit entity by filing organizational documents with the New Jersey Department of the Treasury. Your articles of organization must include basic information such as:

your nonprofit’s name
its purpose
certain provisions related to members, if applicable
how trustees will be elected
the address of the nonprofit’s initial registered office and the name of the initial registered agent at that location
the number of trustees and the names and personal addresses of the trustees
the names and addresses of the incorporators and the personal address of each incorporator
the duration of the corporation, and
the method of distribution of assets upon dissolution. The incorporator who signs the articles of organization must be at least 18 years old. You can complete your certificate of incorporation online through the Division of Revenue’s Online Business Entity Filing. Or, you can create and mail in your own certificate. There is a New Jersey Complete Business Registration Package on the Department of Treasury website. It includes a Public Records Filing for New Business Entity which you can use to create (and mail in) your certificate of incorporation. Whatever method you choose to form your nonprofit corporation, be sure to complete and file the organizational documents following the instructions provided.

The incorporation forms on the Department of the Treasury’s website do not include language required by the IRS to obtain federal tax-exempt status. To receive 501(c)(3) tax-exempt status from the IRS, you’ll need to have certain additional specific language in your certificate of incorporation, including:

A statement of purpose that meets IRS requirements
statements that your non-profit will not engage in prohibited political or legislative activity, and
A dissolution of assets provision dedicating your assets to another 501(c)(3) organization upon dissolution. For more information on IRS requirements for tax exemption, see IRS Publication 557, Tax-Exempt Status for Your Organization, available on the IRS website. Make sure you include the tax-exempt required language in the articles you create.

4. Prepare bylaws for your New Jersey nonprofit corporation

Before you file your articles of organization, you’ll need to have bylaws that comply with New Jersey law. Your bylaws contain the rules and procedures your corporation will follow for holding meetings, electing officers and directors, and taking care of other corporate formalities required in New Jersey. Your bylaws do not need to be filed with the state – they are your internal operating manual.

5. Hold a meeting of your board of directors

Your first board meeting is usually referred to as the organizational meeting of the board. The board should take such actions as:

Approving the bylaws
Appointing officers
Setting an accounting period and tax year, and
Approving initial transactions of the corporation, such as the opening of a corporate bank account. After the meeting is completed, be sure to create minutes of the meeting.

6. Set up a corporate records binder

You should set up a corporate records binder for your nonprofit to hold important documents such as articles of incorporation, bylaws, and minutes of meetings. For more information, as well as minutes forms, consent forms, and other resolutions, see Nonprofit Meetings, Minutes & Records, by Anthony Mancuso (Nolo).

For Profit:

Step 1 - RECORDING NEW BUSINESS ENTITIES

Step 1 applies to all New Jersey (domestic) and out-of-state (foreign) corporations, limited liability companies, limited partnerships and limited liability partnerships. You must file an original formation/authorization certificate with the State of New Jersey. The filing process can be completed online. All profit businesses (domestic and foreign) and foreign non-profits must pay a statutory filing fee of $125. The statutory filing fee for domestic non-profits is $75.00.

If you choose not to record your business online, you may download the forms and instructions, which are found in the Business Registration Packet.

Filing Certificates of Formation

SPECIAL CONSIDERATION: Out-of-state businesses that believe they do not have state tax nexus will file a paper form NJ-REG (Step 2) in order to obtain a Business Registration Certificate. Business entities that file form NJ-REG only will be subject to a nexus review, initiated and conducted by the Division of Taxation.

Step 2 - REGISTERING ALL BUSINESSES FOR TAX & EMPLOYER PURPOSES

Step 2 applies to all businesses. You must file Form NJ-REG to be registered for tax and employer purposes (Step 2). Online registration is available.

Filing Form NJ-REG ensures that your business is registered under the correct tax identification number and that you will receive the proper returns and notices. Normally, you will use your federal identification number (FEIN) as the New Jersey tax identification number. A business with employees must obtain a FEIN. If you do not have a federal identification number for your business, you may apply for one as you fill out the online NJ-REG or you may apply directly to the IRS online.

If you are subject to the entity formation/authorization filing in Step 1 above, you may submit both the business entity and the tax registration filings together. The NJ-REG, however, must be filed within 60 days of filing the new business entity if the registrations are submitted separately.

If you choose not to register online, you may download the paper forms and instructions, which are found in the Business Registration Packet.

PROOF OF REGISTRATION

Businesses planning to contract with any public agency in New Jersey, including state agencies, local governments, colleges/universities and local school boards as well as with casino licensees will be required to provide a Business Registration Certificate as proof of registration. To obtain a Business Registration Certificate, you must have filed Form NJ-REG.

Obtaining a Business Registration Certificate

CHOOSING A NAME FOR YOUR BUSINESS

Reviewing Names on File Before choosing a name, you may review business names on file with New Jersey online free of charge. If you want assistance in checking the availability of a business name, you may call the Division at 609.292.9292. Fees apply for this service.

A business formed outside of New Jersey must use the exact name that is on the formation document in its home state. If that name is already being used by another business entity in this state, the foreign business will need to establish a secondary or ‘doing business as” name for New Jersey purposes. Only foreign (non-New Jersey) businesses may use a “dba” name. When a “dba” is designated, online registration is not available.

Name Availability Check and Name Reservation Services You may check on the availability of a business name by calling the Division at 609.292.9292. Fees apply for this service. You may also reserve an available name prior to filing a formation/authorization document. The length of time the reservation is in effect depends on the type of business

Alternate/Fictitious Names These types of names may also be used to conduct business in this state. Alternate/Fictitious names must be registered by completing a form appropriate for the business type. This service currently is not available online.

Trade names for sole proprietorships should be filed at the county level at the County Clerk’s office.

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