How to Form a C Corporation in New Jersey
Introduction
If you’re looking to form a C corporation in New Jersey, we recommend that you follow these steps:
Name your New Jersey C Corp.
The first task is to choose a name for your new business. Your company’s name can be anything you want, so long as it doesn’t violate New Jersey law, or infringe on trademarks owned by others. According to Nolo, the following are some examples of names that would likely not pass muster:
- The Rolling Stones
- Apple Computers
- John Smith Corporation (some people might think this was a real person)
You’ll also want something that’s easy to remember, or at least easy enough that customers don’t have trouble finding you online by searching for your brand name. The more unique and memorable it is—the better!
File Articles of Incorporation.
The first step in forming a C corporation is to file Articles of Incorporation with the New Jersey Secretary of State. You can file online or by mail. If you choose to file online, there is no additional cost for doing so; otherwise, the filing fee for articles filed by mail will be $200 (this does not include any additional fees that may be incurred during processing).
The process for filing an article of incorporation will depend on which option you choose:
- Filing online is faster and easier than mailing in your application with all necessary documents attached; however, if you choose this method, we recommend printing and signing your forms before submitting them because they must be processed immediately upon receipt in our office. Adobe Acrobat Reader or similar software must be installed on any computer used to complete this process (including mobile devices). Please note that some browsers may not support all features on this site; therefore, we recommend using Google Chrome as your browser while completing this document-based form.
Appoint a registered agent.
A registered agent is a third-party company that is authorized to accept legal documents on behalf of your business when it doesn’t have an office in New Jersey. For example, if the state receives a subpoena for information about your corporation, they will send it to this agent instead of directly to you or your employees.
Registered agents usually charge between $100 and $750 per year for their services, depending on their location and whether there are any other fees involved with the service (such as overnight delivery). They also provide other benefits:
- If you run into any issues with your business or its taxes—whether related to incorporation or not—the registered agent can help resolve them by communicating with government agencies on behalf of your business.
Create corporate bylaws.
Once you’ve set up your corporation, you’ll need to create bylaws. A corporate bylaw is a set of rules that govern how a company operates. It includes items such as:
- The name and address of the company’s headquarters
- How many directors are on the board
- How often directors meet
- What happens if there’s an issue with the board member elections or director resignations
Issuing stock.
Issuing Stock
You may need to issue stock when you’re incorporating your business. The process is more complex than it sounds, but we’ll walk you through it step by step.
First, you’ll need to decide how many shares of stock your corporation will sell and at what price. You can set up different classes of stock with varying voting rights or prices per share (e.g., preferred versus common). Remember that the first decision isn’t necessarily about the type of business entity—it’s about who can own those shares and what kind of investment they’re making in exchange for their investment. For example, if investors are simply providing capital for the company’s operations without having any say over management decisions or other aspects of running things day-to-day, then they’re probably better suited as shareholders rather than partners; whereas if these same individuals want more hands-on involvement with daily operations and are willing to shoulder some risk along with their investment dollars in return for this ability, then maybe being both a shareholder AND partner makes sense!
Hold an initial board of directors meeting.
The board of directors is the group of people who make decisions for your company. The first step in forming a C corporation is to hold an initial board meeting. This meeting should include:
- The board chair—the person who oversees the meetings and communicates with investors and partners
- One or more directors—this depends on how many shareholders you have, but it’s generally recommended that there be at least three total
You can also decide whether or not you want to have committees for different areas like accounting or human resources. These committees typically consist of one member from each committee on your main board, so if you’re going this route, make sure their duties don’t overlap too much.
Hold initial shareholder meeting(s).
Once you’ve decided to convert your LLC into a C corporation, the next step is to hold initial shareholder meetings. In order to be incorporated, you’ll need two or more shareholders who are willing to meet in person and vote on important issues. The most common way for new companies with a small number of shareholders to hold these initial meetings is via teleconference, but if you’d prefer not to use technology like this, try meeting somewhere like your local library or coffee shop instead—just be sure that everyone’s arrangements are confirmed by email before the meeting date!
If one of your voting members misses an annual shareholder meeting without giving reasonable notice beforehand (usually within 30 days), then he or she will no longer be considered an active participant in the company’s management decisions. If this happens more than once during any 12-month period with respect towards any given issue that requires shareholder approval under state law then said issue may still be voted on by proxy even though only one person remains eligible according it; however when there’re further absences after that point they might not count as “reasonable notice” anymore so it would probably best practice planning ahead carefully if possible instead.”
Obtain an employer identification number (EIN).
An employer identification number (EIN) is a 9-digit number assigned by the IRS to identify business entities. You can obtain an EIN online, over the phone or in person at a local IRS office. To apply for one online, you will need to fill out Form SS-4 and submit it by mail or fax if you do not want to get your EIN immediately.
When you receive your EIN, make sure that it has three digits on both sides of the dash (for example: 1234-5678). Any other arrangement is invalid and won’t work when forming corporate structures like C corporations.For more information about how to obtain an EIN in New Jersey, visit our page on How To Get an Employer Identification Number (EIN)
Comply with annual reporting and filing requirements.
Annual reporting and filing requirements
In addition to the legal requirements, you must also comply with annual reporting and filing requirements. These include:
- File an annual report by January 31 of each year. The fee for this is $50.00 and can be filed online or downloaded from the New Jersey Division of Revenue’s website. You will need to provide your taxpayer identification number and business address in order to file your report online; if you do not have access to the Internet, you can request a paper copy instead.
- File a tax return by March 15th following the close of your fiscal year (if applicable). You do not need to pay taxes until this date unless they are due earlier than March 15th—in which case they will be due no later than March 15th as well—or until after April 1st if you’re waiting on extensions beyond December 31st (December 31st is usually considered ‘fiscal’ year-end).
Follow these steps to incorporate as a C Corp in New Jersey
If you’re looking to incorporate as a C Corp in New Jersey, here’s how to do it:
- Choose your name. It must be distinguishable from other corporate names registered with the Division of Revenue.
- File Articles of Incorporation (Form CS-1) at least 30 days before you want to start business operations—but no later than 60 days after incorporating—with the Secretary of State’s Office or online at njbizline.com/corporations/corporations/filing_form_cs-10_articles_of_incorporation/. You’ll also need to publish a notice about your incorporation for four consecutive weeks in two newspapers published in different counties and pay $80 total ($20 per page plus $60 filing fee).
- Appoint directors, who can be any person or entity physically located in New Jersey, including yourself (if you are a natural person), another corporation or LLC authorized to do business in New Jersey and even an individual who lives out of state (as long as they make their principal residence within state lines). Directors are not required by law but are highly recommended because they have fiduciary responsibilities related to running companies’ operations; if they fail those duties, they could face personal liability lawsuits brought against them by shareholders seeking compensation for damages caused by wrongdoing on behalf of senior management teams.”
Conclusion
You can form your own C corporation in New Jersey by following these steps. This article was written to help you understand the process, but we can’t make any guarantees about the accuracy of information presented here. We suggest that you consult with an attorney before proceeding with any business venture or legal action.
