Sponsored by:
Bridge Services Corporation
277 Broadway
Suite 1710
New York, NY 10007-2001
www.bridgeservice.com
Phone: (800) 225-2736
Fax: (888) 267-8680
Continental Corporate Services, Inc.
189 Franklin Avenue
Suite 1
Nutley, NJ 07110
www.ccslegal.com
Phone: (973) 542-0300
Toll Free: (800) 300-5067
Fax: (973) 542-0313
IncAdvantage.com, Inc.
100 Canal Pointe Boulevard
Suite 108
Princeton, NJ 08540
www.incadvantage.com
Phone: (877) 462-2388
Fax: (609) 716-0820
International Business Company Formation, Inc.
101 Main Street
Suite One
Tappan, NY 10983
www.ibcf.com
Phone: (845) 398-0900
Toll Free: (888) 664-6263
Fax: (845) 398-0808
NewCo Corporate Services, Inc.
875 Avenue of the Americas
Suite 501
New York, NY 10001
Phone: (212) 356-8340
Toll Free: (888) 336-3926
Fax: (212) 356-8379
NRAI Service Center, LLC
160 Greentree Drive
Suite 101
Dover, DE 19904
www.nraiservices.com
Phone: (302) 674-4089
Toll Free:
Fax: (302) 674-5266
Superior Information Service, L.L.C
300 Phillips Boulevard
Suite 500
Trenton, NJ 08618
www.superiorinfo.com
Phone: (609) 883-7000
Toll Free: (800) 848-0489
Fax: (609) 883-7891
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: Yes
Corporate: Yes |
| E File: |
UCC: Yes
Corporate: Yes |
| Expedited Services: |
UCC: Yes (additional $15 fee)
Corporate: Yes (additional $15 fee) |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
Yes ($100 additional fee) |
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| Apostilles and Authentications (New Jersey) |
| Contact Information for New Jersey Division of Revenue |
| Domestic Corporate Dissolution Summary (New Jersey) |
| Domestic Corporation Summary (New Jersey) |
| Filing in New Jersey |
| Foreign Qualification Summary (New Jersey) |
| LLC Formation Summary (New Jersey) |
| UCC Filings in New Jersey |
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Apostilles and Authentications (New Jersey)
To request and apostille or authentication, the original notarized or certified document must be submitted along with a cover letter indicating the name of the country in which the document is to be presented.
Fees: $25.00 per certificate.
These documents may be obtained:
By writing to:
NJ Division of Revenue
Notary Unit
PO Box 452
Trenton, NJ 08625.
By mail, the turn-around time is 3-5 days, not including mail time.
Expedited Service: If received by fax, in person or via service company or courier certificates can be provided within 8.5 business hours for an additional fee of $15.00 per transaction.
NJ Division of Revenue
225 West State Street, 3rd floor
Trenton, NJ 08608-1001
Attention - Notary Unit
More Information.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the NJ DOR as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: jwhite
Updated: February 18, 2012
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Contact Information for New Jersey Division of Revenue
Mailing Address:
NJ Division of Revenue
Corporate Filings Unit
PO Box 308
Trenton, NJ 08625
Location:
NJ Division of Revenue
Corporate Filings Unit
225 West State Street, 3rd Fl.
Trenton, NJ 08608
Telephone: 609.292.9292
FAX: 609.984.6849
Email
Posted by: jwhite
Updated: July 10, 2008
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Domestic Corporate Dissolution Summary (New Jersey)
Pursuant to N.J. Stat. Ann. § 14A-12.3, a corporation incorporated in New Jersey may be voluntarily dissolved by delivering Articles of Dissolution to the New Jersey Department of Revenue (NJ DOR).
Filings may be done online.
Tax Clearance:
Tax Clearance Not Required if:
Prior to the issuance of stock, commencing business or when the corporation has no assets, has ceased doing business or has not made any distributions of cash or property to its stockholders in the last 24 months, a tax clearance is not required.
Tax Clearance Required.
A tax clearance certificate is required under all other conditions. It may be requested from the Division of Taxation. The following forms are required to be submitted:
Instruction Sheet of the Division of Taxation.
Application for Tax Clearance Certificate.
Estimated Summary Tax Return.
Assumption of Tax Liability.
Letter of Authorization.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or written consent.
Further Instructions.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: January 31, 2012
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Domestic Corporation Summary (New Jersey)
Pursuant to New Jersey Business Corporation Act (N.J. Stat. Ann. § 14A), a corporation incorporating in New Jersey files Public Records Filing for New Business with the New Jersey Department of Revenue (can also be done online).
Corporate Name: The corporate name must contain the word "corporation" "company" "incorporated" or abbreviations thereof.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: Although no specific business purpose is required on the form, if filing online a business purpose code will be required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of New Jersey.
Filing Fee: $125.00
Additional Information.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
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Filing in New Jersey
Both the NJ REG form and the Public Records Filing for New Business Entity may be filed online.
(Also see Domestic Corporation Summary).
Filings may also be made by mail or through the Walk-In Registration Program at the Business Services office.
Contact information:
Phone: (609) 292-9292
Fax Filing: (609) 984-6851
Physical Address:
225 West State Street
Trenton, NJ 08608-1001
Posted by: jwhite
Updated: July 10, 2008
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Foreign Qualification Summary (New Jersey)
Pursuant to the New Jersey Business Corporation Act (14A:13-3) a foreign corporation may not transact business in this state until it files a Business Registration Certificate with the New Jersey Division of Revenue (NJ DOR).
Online Filing: Can be filed online.
Name of Corporation: Name must contain "corporation" "company" "incorporated" or abbreviation thereof and abbreviation "Ltd".
Filing and Execution: The filing is signed by an officer of the company. If not filing online, original executed copy is filed with the NJ DOR.
Filing Fee: No fee required.
Post Filing: Applicants who are registering as a New Business Entity (corporation, limited liability company, limited partnership or a limited liability partnership) and have not already filed with Commercial Recording/ Corporate Filing Unit, must complete the Public Records Filing for New Business Entity.
The Public Records Filing should be submitted prior to the completion of the NJ-REG to establish the business entity. However, form NJ-REG must be submitted within 60 days of filing the business entity.
Paper Copy
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: October 06, 2009
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LLC Formation Summary (New Jersey)
Pursuant to the New Jersey Limited Liability Company Act, a limited liability company forming in New Jersey files Public Records Filing for New Business with the New Jersey Department of Revenue (can also be done online).
LLC Name: The LLC name must contain "limited liability company" "L.L.C." or similar abbreviation.
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)".
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: February 20, 2012
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UCC Filings in New Jersey
UCC Financing Statements are filed in New Jersey with the NJ Dept of Revenue NJ DOR. Fixture filings will be filed at the county level where the mortgage is registered.
UCC financing statements may be filed in New Jersey either:
Online
Or mailed to:
NJ Division of Revenue
Certification and Status Unit
PO Box 303
Trenton, NJ 08625
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: July 10, 2008
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