How to Start a Corporation in New Jersey — Step by Step

Your corporation's name has to be distinguishable from every other business name already on file with New Jersey. This is a legal standard, not a matter of taste — names that differ only by punctuation, spacing, or a filler word like "the" may not clear. New Jersey checks your proposed name against corporations, LLCs, and other registered entities alike.

Start with the New Jersey business name search run by the Division of Revenue and Enterprise Services. Search your intended name and close variants. If something too similar already exists, the state will reject your Certificate of Incorporation, costing you time.

Corporate naming rules

• The name must include a corporate designator: "Incorporated," "Corporation," "Company," "Corp.," "Inc.," "Co.," or similar
• It cannot imply a purpose the corporation isn't authorized for, or falsely suggest a government affiliation
• Words like "bank," "insurance," or "trust" typically require approval from the relevant state regulator
• It must be distinguishable from all names already registered with New Jersey

Holding a name early

If you're not ready to file, New Jersey lets you reserve an available corporate name for a limited period through the state portal. Reserving the name doesn't create the corporation — it simply holds the name while you get organized. If you'll operate under a name other than your legal corporate name, you register that separately as an alternate name (New Jersey's version of a DBA) with DORES.

Before you file, you need a registered agent lined up, because the agent's name and New Jersey street address go directly into the Certificate of Incorporation. New Jersey requires every corporation to keep a registered agent throughout its existence.

The registered agent receives service of process — lawsuits and legal summonses — along with official state correspondence, on behalf of the corporation. That's why the state insists on a real, staffed New Jersey street address rather than a mailbox.

Who can serve

• Yourself — if you have a physical New Jersey street address and are reliably available during business hours. Your address becomes part of the public record.
• A trusted individual — a co-founder, employee, or New Jersey attorney with an in-state street address.
• A commercial registered agent service — a company authorized to act as agent, which keeps its address in the public record instead of yours and guarantees someone is always there to accept documents.

Why founders pay for this

A commercial agent keeps your home address out of a searchable public database and ensures a missed lawsuit never turns into a default judgment because no one was home to sign for it. If you travel, work odd hours, or run the business from home, the peace of mind is usually worth it.

The Certificate of Incorporation is the document that legally creates your corporation in New Jersey. You file it online through the Division of Revenue and Enterprise Services at the business formation portal. New Jersey is one of the faster states — online filings typically process in about one business day.

What the Certificate includes

• Corporate name with its required designator
• Registered agent name and New Jersey registered office address — a physical street address, no P.O. box
• Authorized shares — the total number of shares the corporation is allowed to issue, and the classes if you have more than one
• Incorporator — the person forming the corporation, who signs the filing
• Business purpose and principal address

Think through your share structure before you file

The number of authorized shares is a decision worth a moment's thought. Authorizing a round number — a common choice for a startup is 1,000,000 shares — gives you room to issue stock to founders now and hold the rest in reserve for future investors and employee equity. You don't have to issue all authorized shares; you only issue what you need and keep the balance available.

Filing the Certificate creates the corporation, but it doesn't organize it. That happens at the organizational meeting, held by the incorporator or the initial directors right after formation. This is where the corporation becomes a functioning company.

What gets done

• Adopt corporate bylaws — the internal rulebook governing shareholders, directors, and officers
• Appoint the initial board of directors if they weren't named in the Certificate
• Elect officers — at minimum a president and a secretary, usually a treasurer as well
• Authorize and issue stock to the founders in exchange for their cash, property, or services
• Approve opening a corporate bank account and adopt a banking resolution
• Record any startup resolutions, such as adopting a fiscal year or approving an S corporation election

Write up minutes of the meeting and keep them, along with the bylaws and stock ledger, in your corporate records. New Jersey doesn't file these documents, but they are the proof that your corporation was properly organized — the record an investor, lender, or court will ask for.

An Employer Identification Number (EIN) is the corporation's federal tax ID, issued free by the IRS. Every corporation needs one — you'll use it to open a bank account, hire employees, and file federal returns.

Getting the EIN

Apply online through the IRS EIN Assistant at IRS.gov. The application takes about ten minutes and issues the number immediately for applicants with a U.S. Social Security number or ITIN. Founders without one apply by fax or mail on Form SS-4.

The New Jersey step: NJ-REG

New Jersey requires your corporation to file the NJ-REG business registration with the Division of Revenue within 60 days of forming. This registers the corporation for state tax and, if you'll have employees, for employer withholding and unemployment. It's separate from the Certificate of Incorporation and is the step founders most often miss. Complete it, and your corporation is properly on the state's tax rolls; skip it, and you can't legally collect sales tax or run payroll.

A dedicated corporate bank account is not optional — commingling personal and corporate money is one of the fastest ways to lose the liability protection you incorporated to get.

What banks usually require

• Your filed Certificate of Incorporation
• The IRS EIN confirmation
• Corporate bylaws and often the organizational meeting minutes or a banking resolution
• Government-issued ID for authorized signers

Your annual obligations in New Jersey

• Annual report — file with DORES each year on the anniversary of formation, through the state annual report portal. Failing to file for two consecutive years can get your charter revoked.
• Registered agent — keep one in place at a New Jersey street address; update the state if it changes.
• Corporate formalities — hold annual shareholder and director meetings, keep minutes, and maintain the stock ledger.
• Taxes — meet your federal corporate filing obligations and your New Jersey Corporation Business Tax and any sales-tax duties through the Division of Taxation.