If you're expanding your business into New Jersey, you'll need to register as a New Jersey foreign corporation. This is how out-of-state companies legally operate within the state. This registration ensures you can enter contracts, hire employees, and establish a physical presence while staying compliant with New Jersey state law.
For those managing multiple entities, proper registration significantly simplifies overseeing portfolio companies across state lines, giving you fewer paperwork-related headaches and more compliance confidence.
A "foreign" corporation is simply any company incorporated elsewhere that wants to do business in New Jersey. It all comes down to "nexus," the way the state determines whether you need to register. You've likely created nexus if you:
With nexus, you need to register with the New Jersey Division of Revenue and Enterprise Services.
Even without a physical office, selling online to New Jersey customers or serving New Jersey clients might still create nexus. Consult your legal counsel to determine registration requirements for your specific situation.
New Jersey follows similar rules to other states but enforces them more strictly. The New Jersey Statutes Annotated Title 14A, Corporations, General, sets the legal framework.
Start by checking if your business name is available through the New Jersey Business Name Search. Found an available name? You can reserve it for up to 120 days by filing a Business Name Reservation.
Organizations managing multiple entities should search names for all subsidiaries simultaneously to prevent naming conflicts and streamline preparation.
After you have your legal business name for New Jersey, you’ll need a Certificate of Authority.
After getting your Certificate of Authority:
To wrap up your registration:
Remember that your BRC is different from your Certificate of Authority, and you need both to operate legally in New Jersey.
Every foreign corporation must file a New Jersey annual report by the last day of your registration anniversary month. The annual report costs $75, payable online through the state's business portal.
Foreign corporations must file Form CBT-100 annually for New Jersey's Corporate Business Tax (aka the New Jersey franchise tax), even without income allocated to the state. Tax rates vary based on net income, with a $500-$2,000 receipt-based minimum for foreign corporations. Additionally, you may need to report ownership information through a beneficial ownership report.
How long does it take to process a foreign corporation registration in New Jersey?
Processing typically takes 1-2 business days for standard filings. Expedited registration service is available for an additional fee, reducing processing to as little as one hour.
What should I do if my application is rejected?
Review the rejection reasons, address each issue, make corrections, and resubmit. Consider consulting a legal professional if requirements remain unclear.
Can I change my registered agent after registration?
Yes, file a Certificate of Change of Registered Agent with the Division of Revenue and pay the required fee.
How do I withdraw my foreign corporation's registration in New Jersey?
File a Certificate of Withdrawal with the Division of Revenue, certifying no outstanding tax obligations and paying required fees.
When is the best time to file for foreign corporation registration in New Jersey?
To ensure compliance from the outset and avoid potential penalties, register your New Jersey business before commencing operations.
How can organizations efficiently track compliance for multiple entities?
Use compliance management software that offers centralized tracking of deadlines, filings, and requirements across multiple entities to streamline processes.
Are there ongoing reporting requirements after registration?
Yes, foreign corporations must file annual reports with the Division of Revenue by the last day of your registration anniversary month.
Can I use a virtual office as my registered agent address in New Jersey?
New Jersey requires a physical street address for your registered agent. Commercial registered agent services are acceptable if they provide a physical New Jersey address.
Discern offers comprehensive solutions to support and streamline your foreign corporation registration and ongoing compliance needs across multiple states simultaneously. Our platform automates filings, including document preparation, tracking important deadlines, and ensuring all your entities maintain good standing with state authorities at an affordable price. We can get you started in minutes.
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