New Jersey Foreign Registration / Corporate filers

The New Jersey certificate of authority for a foreign corporation or nonprofit

A foreign corporation applies for a New Jersey certificate of authority on the same Public Records Filing for New Business Entity as an LLC, for $100, and a foreign nonprofit pays $100. What differs from the LLC route is the type code, the signer and the age of the home certificate. We prepare it for $199.

The corporate filing at a glance

Title: Public Records Filing for New Business Entity
Codes used here: FR for a for-profit corporation and NF for a nonprofit
Foreign corporation fee: $100
Foreign nonprofit fee: $100
Signed by: the president, a vice president or the chief executive officer
Certificate age limit: 30 days
Statutes: N.J.S.A. 14A:13-4 for corporations; 15A:13-3 and 15A:13-4 for nonprofits

Where the corporate filing differs from the LLC filing

Both entity types use the same sheet, so the first eight items are familiar from the LLC walkthrough. A corporation enters FR in item 2 and a nonprofit NF. Item 11, the entity-specific section, then asks the foreign corporation, whether for profit, nonprofit or a foreign legal professional entity, to attach a certificate of good standing or existence from the state of incorporation that is not greater than 30 days old.

Who signs

The signature rule is stricter than for an LLC. Only the president, a vice president or the chief executive officer may sign foreign corporate filings, so an agent or a lawyer cannot sign in the company's place. By contrast, any authorized representative may sign for a foreign LLC. Ask the signer to read the page, since the signature certifies compliance with New Jersey filing requirements.

The 30-day certificate

The corporate filing carries an age limit that the LLC filing does not. A certificate dated more than thirty days before the filing does not meet the instruction. Order the certificate at the same time you gather the officer's signature, and file within the window.

Foreign nonprofits

A foreign nonprofit pays $100 for its certificate of authority and $30 for its annual report. When it later withdraws, no tax clearance certificate is required. The instructions point a nonprofit seeking federal tax-exempt status to the IRS for the required wording. The two-year reporting rule covers a nonprofit too. We take nonprofit orders by arrangement; write first.

Partnership filers

A foreign limited partnership uses code LF and all of its general partners must sign. A foreign LLP uses code FLP and any authorized partner may sign. Both pay $100 to register. A limited partnership's page of the form asks for the aggregate amount of cash and the agreed value of other property contributed. We ask partnerships to write before ordering.

Annual reports for corporations

A foreign corporation files an annual report for $75, and a nonprofit for $30. The corporation also has tax filings with the Division of Taxation that we do not prepare. The annual report page covers the two-year revocation rule, which applies to every entity type.

Withdrawing a corporation

Under the withdrawal statute, a corporation leaving New Jersey must hold a tax clearance certificate. A corporation with outstanding tax obligations pays $25 to apply for tax clearance on top of the $75 withdrawal fee, and the process can take several months. That makes withdrawal a project to start early.

Penalties for an unregistered corporation

A foreign corporation that does business without authority faces a penalty of $200 to $1,000 for each calendar year, for no more than five years back. The penalties page compares it with the LLC fine.

What a corporation receives

As with an LLC, the filed form is the corporation's original certificate, and its contents are public. You get the stamped record back, and a copy goes to your files. After approval the corporation registers for state tax with Form NJ-REG, as an LLC does.

Choosing the signer early

Because only an officer in one of the stated roles may sign, find out before ordering who that is and whether they travel.

Registering a foreign corporation in New Jersey

Pick the type code
FR for profit, NF for a nonprofit.
Order the certificate
Good standing or existence, no more than thirty days old.
Name a New Jersey agent
One agent and a New Jersey street address.
Complete items 1 to 8 and 11
Include the home state and date of incorporation.
Have an officer sign
The president, a vice president or the chief executive officer.
File and pay
$100 for a corporation or $100 for a nonprofit.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Corporation questions

Can our lawyer sign for the corporation?

Not under the stated rule. An officer in the listed roles signs foreign corporate filings.

What age limit applies to the corporation's certificate?

Thirty days at most.

Is the fee different for a nonprofit?

It is the same as an LLC's $100 for a corporation and $100 for a nonprofit.

We prepare the filing

Our fee and the New Jersey fee

Register in New Jersey

New Jersey

$199

+ $100 New Jersey fee

The New Jersey Public Records Filing, completed from your answers
A check that the home-state good standing certificate is ready to attach
Our New Jersey agent and office, or an agent of your own choosing
The filed record is returned to you
Renewal: after the first year, the agent service renews at $149 a year

The Treasury's fee for a foreign LLC is $100, and checkout lists it on its own line, separate from our charge. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Ready to register in New Jersey?

Place the order and we prepare the filing in the form the Treasury expects.