Incorporating in NJ: Everything You Need to Know

When incorporating in NJ, there are steps you must take. It is imperative to be aware of these steps to ensure you have properly registered your business.3 min read

When incorporating in NJ, there are several steps you must take. It is imperative to be aware of these steps to ensure you have properly registered your business.

Choose a Name

Select a unique name that reflects your business. There are certain words that require permission from the state prior to registering if you want to include them in your business name. Here is a list of words that require prior authorization not allowed:

  • Urban
  • Renewal
  • Olympic
  • Olympia
  • Little League
  • Insurance
  • Handicapped
  • Funeral Homes
  • Cemetery
  • Blind

Likewise, there are certain words that are prohibited to use in a corporation's name. Here is a list of words that are not allowed:

  • District of Columbia
  • D.C
  • Metropolitan
  • Postal
  • Realtor
  • Trust
  • Underwriters

Your designation tells what type of business you are. It has to be factual and you can only use certain designations. Here are the designations allowed:

  • Co.
  • Corporation
  • Corp.
  • Inc.
  • Incorporated
  • Ltd.

Name Availability

It is your responsibility to check with the Name Availability Look-Up Service to ensure the desired name is available. The process is simple.

Reserve Name

Once you have verified the name is available, you can pay a $50 fee to reserve the name. You are required to submit the fee along with Form UNRR-1. Your name will be reserved for 120 days if you are a domestic New Jersey corporation. In addition, you have the option to register an alternate name. Each alternate name is $50 and must be renewed every five years.

Draft Bylaws

The rules and procedures used to govern your corporation will be contained in the bylaws. The bylaws normally include the following details:

  • How many corporate officers there will be
  • How many boards of directors there will be and how they are chosen
  • When shareholder meetings will take place
  • Outline how board meetings will be held

New Jersey does not necessitate specific provisions to be included in the bylaws. The board of directors directs the corporation's affairs. An incorporator is the person who creates the corporate existence of the company by signing the articles of incorporation. When specifying incorporator(s), the following guidelines apply:

  • The certificate of incorporation must include the name and address of the incorporator(s).
  • Many small businesses will have only one incorporator, but there can be more than one. Each incorporator is generally required to sign the articles of incorporation.
  • The corporation cannot incorporate itself.
  • To be considered an incorporator, you must be a business or at least 18 years of age.
  • Corporate directors manage the corporation, though they may delegate duties to other committees or officers. In addition, directors set and implement the policies and strategies.

The following requirements must be met when specifying the corporation's directors:

  • The names and addresses of the initial directors must be on the certificate of incorporation.
  • At least one director must be listed.
  • The number of the board of directors must be specified in the bylaws. New Jersey does not limit how many a corporation can have.
  • The bylaws or certificate of incorporation can require certain eligibility requirements for its directors. They must be 18 years of age to be eligible.
  • Directors don't have to be shareholders
  • Directors don't have to be residents of the United States.

Select a Registered Agent

You are required to select a registered agent. This person is designated to receive correspondence from the secretary of state and other government notifications. In order to be approved, the registered agent must be at least 18 years of age and in good standing with the state of New Jersey.

Certificate of Business Formation

A certificate of incorporation may contain the following:

  • Name of the corporation
  • Purpose of corporation
  • Stock structure
  • Incorporators' names and addresses
  • Initial directors names and addresses
  • Registered agent and registered office
  • Duration of the corporation, if not perpetual

Pay Filing Fee

Registering your corporation will cost $125.

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