New Jersey Articles of Incorporation

What Is a New Jersey Certificate of Incorporation?

A New Jersey certificate of incorporation is the document you file with the New Jersey Division of Revenue and Enterprise Services to form a corporation. New Jersey uses this name for what most states call articles of incorporation. It must list the corporation's name, purpose, authorized shares, registered office and agent, first board of directors, and incorporators. (N.J. Stat. Ann. § 14A:2-7)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use a New Jersey Certificate of Incorporation

A New Jersey certificate of incorporation is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the New Jersey Division of Revenue and Enterprise Services
• Define company structure: Your certificate outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: New Jersey sets specific requirements for forming a corporation, and your certificate helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

New Jersey Certificate of Incorporation Requirements

New Jersey sets its own rules for what your certificate must include, who can sign it, and what else you must file. These are the New Jersey rules to know before you file.

What Must a New Jersey Certificate of Incorporation Include?

New Jersey requires your certificate to include the following:

• The name of the corporation
• The corporation's purpose, which can be any lawful business
• The total number of authorized shares, plus class and series details if any
• The complete street address of the initial registered office and the name of the initial registered agent
• The number of directors on the first board and their names and addresses
• The names and addresses of the incorporators
• The duration, if not perpetual, and any delayed effective date of up to 90 days

Who Can Sign and File a New Jersey Certificate of Incorporation?

One or more individuals who are at least 18, or corporations, may act as incorporators. They do not need to be U.S. citizens or New Jersey residents. You file your certificate with the New Jersey Division of Revenue and Enterprise Services.

Does a New Jersey Corporation Need a Registered Agent?

New Jersey requires every corporation to continuously maintain a registered office and registered agent in the state.

These requirements reflect New Jersey's corporation statutes, and some filings may call for more information.