New Jersey Foreign Corporation

How to Register a Foreign Corporation in New Jersey

Below, we’ll explain how to file your Certificate of Authority with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services.

1. Get a Certificate of Good Standing

Before filing your Certificate of Authority, you’ll need to get a Certificate of Good Standing (or your state’s equivalent) from the state department where you filed your original formation documents. The fee will vary between states. For example, Maryland charges $20 and Connecticut assesses $50. Once you have your Certificate of Good Standing, you must file it with your Certificate of Authority.

2. Appoint a New Jersey Registered Agent

All foreign corporations must appoint and maintain a New Jersey registered agent. In addition, your registered agent must be a New Jersey resident or an authorized registered agent business (like us). They must also be available during regular business hours to accept service of process. When you hire us to register your foreign corporation ($149 plus state fees), you’ll also get a year of local registered agent service.

3. Do a business name search

The name of your corporation must be distinguishable from other New Jersey companies. To see if your name is available, you can complete a business name search on the New Jersey Department of the Treasury website. If your business name is available, you may want to reserve it before registering your foreign corporation. You can reserve your business name by filing a Business Name Reservation and paying the $50 filing.

If your business name is unavailable, you must use a DBA (doing business as) name. Once you’ve selected a DBA name, you’ll list your corporation’s legal name along with your DBA name.

4. File a Certificate of Authority

You must file your Certificate of Authority with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services. Here’s a complete list of the information you’ll need to provide:

• Legal name of your corporation and (if applicable) your DBA
• State where you initially incorporated
• Date you initially started your corporation
• Business purpose (optional)
• Primary business address—this does not have to be a New Jersey address
• Name and address of your New Jersey registered agent
• Name and signature of the person filing your certificate
• Certificate of Good Standing (attached)

You can file your Certificate of Authority online, by mail, fax, or in person. The filing fee is $125 plus $3.50 if you pay with a credit card.

Online:
New Jersey Online Business Formation

Mail/Fax:
New Jersey Department of the Treasury
Division of Revenue and Enterprise Services
PO Box 308
Trenton, NJ 08646
Fax: 609-984-6851

In-person:
33 West State Street, 5th Floor
Trenton, NJ 08608-1214

For just $149 plus state fees, we’ll file your Certificate of Authority on your behalf. Plus, you’ll get a year of local registered agent service, expert guidance from our New Jersey team, and 24/7 access to our business resources. Get started today.

New Jersey Foreign Corporation FAQs

What is a New Jersey Foreign Corporation?

A foreign corporation is a corporation that was formed in one state, but operates in another. For example, if you own a corporation in New York and plan to buy a building in New Jersey so you can sell your wares here, you’ll have to register as a foreign corporation in New Jersey. This requires filing a Certificate of Authority with the New Jersey Department of Treasury, Division of Revenue. You’ll also need to include a Certificate of Good Standing from your home state and appoint a New Jersey registered agent.

Can I just form a new corporation in New Jersey?

If you want to do business in New Jersey you can absolutely form a New Jersey Corporation. However, if you already own a corporation in another state, it’s most likely cheaper and easier to foreign register your existing corporation in New Jersey than it is to start a new one from scratch.

How long does it take for my Certificate of Authority to be processed?

It typically takes 1-2 business days for online filings. For expedited service, you’ll need to file in person and pay an additional $25 for same-day processing, $500 for two hours, and $1000 for 1-hour. Mail and fax submissions can take up to one month to process.

Do New Jersey Foreign corporations need to file an annual report?

All foreign New Jersey corporations must file an annual report. Your report will be due on the last day of the month you initially registered your company in New Jersey. So, if you filed your Certificate of Authority on June 14th, 2022, your annual report would be due by June 30th each year you conduct business in New Jersey. The filing fee is $75.

How are foreign corporations taxed in New Jersey?

Foreign corporations that maintain their default tax status are taxed as C-Corps, which means your corporation must file corporate taxes at the state and federal levels. The rate for the New Jersey Corporate Franchise Tax will vary depending on how much your business earns annually. For example, if your corporation earns $50,000 or less, your tax rate will be 6.5%. If you earn over $50,000 and less than or equal to $100,000, your tax rate jumps to 7.5%. To file state taxes, you’ll need to register with the New Jersey Department of Revenue & Enterprise Services. There is no filing fee.