By Fernando Berrocal

Incorporating your corporation in the northeastern state with some 130 miles of the Atlantic coast of New Jersey entails following the state regulations. Find out what you'll need to register, including information on forms and costs, as well as name requirements.

The Advantages of a Corporation

A corporation is a Limited Liability entity, which means your assets are protected from the debts and obligations of your business. If one of your business partners or workers is issued, forming a corporation can help protect you personally.

New Jersey's Incorporation Requirements

Getting Ready to Submit Your Certificate of Incorporation

Unless you specify otherwise, your corporation begins to exist when you register its certificate of incorporation with the Division of Revenue of the New Jersey Department of the Treasury and pay a filing fee. Many provisions can be included in the certificate of incorporation, but the following must be included:

• The corporation's name.
• The goal of the company.
• Structure of the stock market.
• Incorporators' names and addresses.
• Initial directors' names and addresses.
• Both a registered agent and a registered office are required.
• If not perpetual, the duration of the corporation.

Stock Structure:

Different classes or series of stock might be offered by a corporation. Varying classes of stock may provide different rights to its shareholders; for example, certain stock classes may have voting rights while others do not. The following applies to stock structure:

Your certificate of incorporation must include the following information on the corporation's stock structure:

• The entire number of shares your startup is allowed to issue must be listed.
• If there are several classes or series of shares, you must specify a designation and number of shares for each class and series, as well as the proportionate rights, privileges, and restrictions of each class and series' shares, to the extent they have been determined.
• Any authority the directors have to split shares into classes or series, as well as to decide or alter any class or series' designation, several shares or relative rights, preferences, and limits must be stated.

Are you ready to start a startup?

Choosing a Corporate Name

You should verify to see if your desired corporate name is available before filing a certificate of incorporation. You can do so by calling the state and paying a charge, or you can use an online entity name check service.

You can reserve a name for 120 days by filling out a form and paying a fee to the Division of Revenue. The following conditions must be met while naming your business:

• The words "incorporated," "corporation," or "company," and also their acronyms or the abbreviation "ltd," must be in your business name.
• The name of your corporation must be distinct from the names of existing corporations or limited partnerships on file with the state, as well as names that have been reserved or registered.

Incorporators must be specified

An incorporator is a person or entity who signs and submits the certificate of incorporation. The directors take control after the corporation is constituted, and the incorporators are no longer responsible. When choosing incorporators, keep the following guidelines in mind:

• The names and addresses of the incorporators must be mentioned on the certificate of incorporation.
• One or more incorporators are possible.
• Your startup cannot act as its incorporator.
• An incorporator can be an individual who is at least 18 years old or a business.

Appointing Directors

Corporate directors are in charge of developing and implementing the startup's policies and strategy. They also run it, but they may assign some responsibilities to executives and committees. When naming your corporation's directors, you must satisfy the following criteria:

• The names and addresses of the initial directors must be listed on the certificate of incorporation.
• At least one director is required.
• Although the size of your board of directors is not limited to New Jersey, the number should be defined in your bylaws.
• Directors must be 18 years old or older. They don't have to be corporate shareholders or even citizens of the U.S. to participate. Additional qualifying requirements for directors may be established by the bylaws or certificate of incorporation.

Picking a Registered Agent and a Registered Office

To receive legal papers on behalf of the corporation, all corporations must select a registered agent. The place where the documents are sent is called a registered office. When naming your corporation's registered agent, keep the following in mind:

• A registered agent can be a person over the age of 18 or a legal entity in the state of New Jersey. The person must agree to act as the agent, and
• A street address in New Jersey is required for the registered office.

Defining a Corporate Goal

You can describe your startup's purpose in broad words, which gives you the most flexibility if you decide to modify your business's mission in the future. New Jersey legislation permits the use of the following general-purpose language: “The purpose for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under N.J.S.A. 14A:1-1 et seq.”

Determining the Bylaws of Incorporation

The number of directors and officers, their responsibilities, and how directors' and shareholders' meetings will be held are often included in a corporation's bylaws.

Although bylaws are not necessary to create a startup, they must be adopted by the board of directors once the organization has been formed. Bylaws in New Jersey are not required to contain any particular stipulations.

Costs of Incorporating in New Jersey

When submitting a certificate of incorporation, looking for the availability of a corporate name, or reserving a corporation name, the New Jersey Department of the Treasury's Division of Revenue charges a fee. In addition, corporations must pay both state and federal income taxes.

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