Starting a business is an exciting adventure, but it entails many legal obligations. One such requirement is filing a Certificate of Incorporation with the state. If you plan to incorporate your company in New Jersey, this guide will walk you through the process step by step.
What is a Certificate of Incorporation?
A Certificate of Incorporation is a document filed with the New Jersey Division of Revenue and Enterprise Services to legally establish a corporation. It includes essential information about the company, such as its name, purpose, registered office address, incorporators, and the number and type of authorized shares.
Steps to file new jersey certificate of incorporation
Obtaining a Certificate of Incorporation in New Jersey involves several key steps. Here's a detailed breakdown of the process:
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1. Choose a Business Name: Before you file for incorporation, you must select a unique and distinguishable name for your company. Conduct a thorough search on the New Jersey Business Entity Name Search portal to ensure that your chosen name is available. The New Jersey laws require that the company name ends with a corporate suffix like "Corporation," "Company," "Incorporated" or "Limited", or their respective abbreviations.
2. Registered Agent: Designate a Registered Agent for your corporation. A registered agent is an individual or entity authorized to receive legal documents on behalf of your business. The registered agent must have a physical address in New Jersey and be available during regular business hours. Additionally, the registered agent's name and address must be included in the Certificate of Incorporation.
3. Prepare the Certificate of Incorporation: Now, it's time to draft the Certificate of Incorporation. You can use the New Jersey Division of Revenue and Enterprise Services' provided form or create a custom document. Include the following information in your certificate:
- Corporation name: Clearly state the proposed name of your company.
- Registered office address: Provide the physical address where the registered agent can receive legal documents.
- Incorporators: List the names and addresses of each incorporator. An incorporator is an individual responsible for signing and filing the Certificate of Incorporation. At least one incorporator is required, and they don't necessarily have to be associated with the corporation.
- Corporate purpose: Briefly describe the nature of your corporation's business activities.
- Shares of stock: Specify the number of authorized shares and their type (e.g., common stock, preferred stock).
4. Filing the Certificate of Incorporation: Once you have the completed Certificate of Incorporation, you can submit it to the New Jersey Division of Revenue and Enterprise Services. You can file the document online through their web portal or mail it to their physical address. Ensure that you include the filing fee, which is currently $125, payable to the "Treasurer, State of New Jersey."
5. Wait for Approval: After submitting the Certificate of Incorporation, you will need to wait for approval from the Division of Revenue. The approval process may take anywhere from a few days to a few weeks. Once approved, you will receive a stamped and filed copy via email or regular mail.
Additional Considerations
While filing your Certificate of Incorporation, keep the following points in mind:
- Professional Help: If you are unfamiliar with the incorporation process, seeking professional guidance, such as from an attorney or an incorporation services company, can help ensure accuracy and compliance.
- Legal Requirements: Remember, incorporating your business not only meets legal requirements but also provides certain benefits and protections. Consult legal professionals or resources to fully understand your obligations and rights.
- Renewal: After successfully incorporating your business, you will need to fulfill annual filing requirements, such as submitting an annual report and paying applicable fees, to keep your corporation in good standing.
Conclusion
Filing a Certificate of Incorporation in New Jersey is a crucial step in establishing a corporation. By carefully following the steps outlined in this guide, you can ensure that you meet the necessary legal requirements and set your business up for success. Remember, it is always wise to seek professional help and stay updated on annual filing obligations to maintain compliance with New Jersey state laws.
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