New Jersey Business Corporation Act: Everything You Need to Know

The New Jersey Business Corporation Act defines Corporation or Domestic Corporation as for-profit profit or incorporated under the rules of the state of New Jersey. 3 min read updated on January 01, 2024

The New Jersey Business Corporation Act defines Corporation or Domestic Corporation as for-profit profit or incorporated under the rules of the state of New Jersey. When creating a corporation, the incorporator can be one or more individuals who can file a certificate of incorporation with the Secretary of State office. Individuals filing for incorporation must:

• Be at least 18 years of age or older
• Be United States citizens
• Be residents of the state of New Jersey or be subscribers to shares in the corporation

Unless a corporation has a limited purpose set by its certificate of incorporation, corporations have the ability to engage in any lawful business in the state. Additionally, each corporation must have a registered agent and maintain a registered office located in the state of New Jersey. The registered office does not need to be the same address as the primary business address.

New Jersey Corporation Law

For a business to be considered a corporation in the state of New Jersey, certain factors and requirements will need to be satisfied including:

• The name of the company must contain a reference to its incorporation, such as "corporation," "company," or "limited." The name can also use abbreviations instead of words to indicate incorporation.
• To exist as a corporation, a certificate of incorporation must be filed with the New Jersey Secretary of State
• The directors will need to hold an initial meeting after incorporation to complete their organization of the corporation.
• At an organizational meeting, the directors should elect officials, develop their by-laws, and authorize the issuing of stock shares.
• Bylaws that are consistent with the corporation's certificate of incorporation can also contain provisions for managing the business.
• The corporation may have a board of directors consisting of one or more persons under whose authority the corporation will be exercised.
• The board of directors will be limited by provisions set forth in the certificate of incorporation.
• The certificate of incorporation should describe the number and class of shares that will be issued.
• An annual shareholder's meeting will be set in place by the bylaws in the certificate of incorporation. If there is no set place stated in the bylaws, the meeting shall be held at the registered office.

New Jersey Title 14A. Corporations, General 14A § 17-15

The New Jersey Title 14A states that a corporation is created under the act may merge with another corporation and still be empowered to provide the same professional services. The act prohibits a merger or a consolidation with other foreign corporations.

The act also sets out further stipulations that corporations in the state of New Jersey must comply with including:

• A corporation must provide information to the Secretary of State's office that provides the names and addresses of all officers, shareholders, and directors. All those listed must be able to legally operate within the state.
• If the corporation is foreign-based, it will need to annually provide the above information through an attorney-at-law who has the rights to legally practice in the state of incorporation.
• The forms will need to be signed by the president or vice president as well as the secretary or assistant secretary of the corporation. These signatures will need to be in the presence of a state-authorized notary.

New Jersey Title 14A. Corporations, General 14A § 2-2

The name of a corporation either foreign or domestic shall not contain wording or phrases that the corporation performs service other than what has been laid out in its certificate of incorporation.

The name will also be required to be different from any other corporation, both foreign and domestic, that is registered within the state or has its name reserved. This restriction also prohibits a company name that is a derivative of another. The name must also contain words within it to identify that it is a corporation, including such terms as:

• Corporation
• Company
• Incorporated
• LTD

If two companies that legally operate as a corporation in the state of New Jersey merge, they do not have to change their name to operate in the state. This applies to both domestic and foreign consolidations and mergers that occur.

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