Information on the 50 States and the District of columbia

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Incorporating in New Jersey

Corporate Name Requirements

* The name shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation. The name shall be distinguishable from the names of other for profit and nonprofit domestic corporations and foreign corporations and from the names of domestic and foreign limited partnerships and from current name reservations or registrations. The name shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of N.J. The name shall contain the word “corporation,” “company,” “incorporated,” or shall contain an abbreviation of one of these words; or shall include the abbreviation Ltd.

Articles of Incorporation Requirements

Director Information

  • Minimum Number – One or more.
  • Residence Requirements. – No provision.
  • Age Requirements – Must be 18 years old.
  • Directors are not required to be listed in the articles of incorporation.

Officer Information

  • The officers are not required to be listed in the articles of incorporation.

Stock Information

  • An increase in shares or par value does not effect initial fees.

Yearly Requirements

Annual Statements

  • Secretary of State assigns to each corporation a special date for reporting. The corporation must report within 30 days before or after that date to the Secretary of State. A $40 filing fee is due with the report.

Income Tax Rate
C Corporation Tax Rates
For taxpayers with Entire Net Income greater than $100,000, the tax rate is 9% (.09) on adjusted entire net income or such portion thereof as may be allocable to New Jersey.

  • For taxpayers with Entire Net Income greater than $50,000 and less than or equal to $100,000, the tax rate is 7.5% (.075) on adjusted entire net income or such portion thereof as may be allocable to New Jersey.
  • Tax periods of less than 12 months qualify for the 7.5% rate if the prorated entire net income does not exceed $8,333 per month.
  • For taxpayers with Entire Net Income of $50,000 or less, the tax rate is 6.5% (.065) on adjusted net income or such portion thereof as may be allocable to New Jersey.
  • Tax periods of less than 12 months qualify for the 6.5% rate if the prorated entire net income does not exceed $4,166 per month.

C Corporation – MINIMUM TAX
The minimum tax is assessed based on New Jersey Gross Receipts:

Gross Receipts: Tax:
Less than $100,000 $500
$100,000 or more but less than $250,000 $750
$250,000 or more but less than $500,000 $1,000
$500,000 or more but less than $1,000,000 $1,500
$1,000,000 or more $2,000

Provided however that for a taxpayer that is a member of an affiliated or controlled group (as per sections 1504 or 1563 of the Internal Revenue Code of 1986) which has a total payroll of $5,000,000 or more for the return period, the minimum tax shall be $2,000.

Total payroll refers to the total payroll of the affiliated group rather than total New Jersey payroll of a single corporation. Taxpayers that are members of an affiliated or controlled group must submit a schedule of payroll per member and a copy of the taxpayer’s federal affiliations schedule, Form 851, with the return. Refer to Schedule A-GR for the determination of New Jersey gross receipts.

Tax periods of less than 12 months are subject to the higher minimum tax if the prorated total payroll exceeds $416,667 per month.

S Corporation Tax Rates
For taxpayers with total entire net income that is not subject to federal income taxation or such portion thereof as may be allocable to New Jersey, there shall be no rate of tax imposed.

For taxpayers with total entire net income plus nonoperational income with New Jersey Nexus, greater than $50,000 and less than or equal to $100,000, the applicable tax rate for entire net income that is subject to federal corporate taxation is 7.50% (.075).

Tax periods of less than 12 months qualify for this reduced rate if the prorated amount of entire net income plus nonoperational income with New Jersey Nexus does not exceed $8,333 per month.

For taxpayers with total entire net income plus nonoperational income with New Jersey Nexus of $50,000 or less, the tax rate for entire net income that is subject to federal corporate taxation is 6.5% (.065).

Tax periods of less than 12 months qualify for the 6.5% rate if the prorated if the prorated amount of entire net income plus nonoperational income with New Jersey Nexus does not exceed $4,166 per month.

For taxpayers with total entire net income that is not subject to federal income taxation or such portion thereof as may be allocable to New Jersey, there shall be no rate of tax imposed.

The tax rate is 9.00% (.09) of entire net income that is subject to federal income taxation or such portion thereof as may be allocable to New Jersey.

The tax rate on net pro rata share of S corporation income allocated to New Jersey for non-consenting shareholders for tax year 2010 periods beginning 8/09 through 12/09 is 10.75% (.1075); periods beginning on and after 1/10 is 8.97 (.0897).

S Corporation- MINIMUM TAX (Tax Year 2007 – Forward)
The minimum tax is assessed based on New Jersey Gross Receipts:

Gross Receipts: Tax:
Less than $100,000 $375.00
$100,000 or more but less than $250,000 $562.50
$250,000 or more but less than $500,000 $750.00
$500,000 or more but less than $1,000,000 $1,125.00
$1,000,000 or more $1,500.00

The minimum tax is assessed based on the New Jersey Gross Receipts (Schedule A-GR) as follows: provided however that for a taxpayer that is a member of an affiliated or controlled group (as per sections 1504 or 1563 of the Internal Revenue Code of 1986) which has a total payroll of $5,000,000 or more for the return period, including periods beginning on or after January 1, 2012, the minimum tax shall be $2,000.

Total payroll refers to the total payroll of the affiliated group rather than total New Jersey payroll of a single corporation. Taxpayers that are members of an affiliated or controlled group must submit a schedule of payroll per member and a copy of the taxpayer’s federal affiliations schedule, Form 851, with the return. Refer to Schedule A-GR for the determination of New Jersey gross receipts.

Tax periods of less than 12 months are subject to the higher minimum tax if the prorated total payroll exceeds $416,667 per month.

For more information on taxes, visit www.state.nj.us/treasury/revenue

 

C-Corporation

  • Shareholders have limited liability protection
  • May be listed and traded as a publiccorporation on the stock market or “over the counter”
  • Has a separate and independent tax status from its owners

S Corporation

  • Profits are not subject to “double taxation”
  • Corporate losses may be “passed through” to share holders
  • Shareholders are afforded the same protection as C Corp.

LLC formation

  • Contains characteristics of both corporation and partnership
  • Shareholders may take advantage of “Pass-Through” taxation
  • Limited liability for share holders

Not for profit corp

  • Eligible for tax-exempt status
  • Limited Liability protection
  • Qualify for public and private gains