New Jersey

Every NJ corporation (and authorized foreign corporation) must continuously maintain a registered office in NJ and a registered agent whose business office is identical with it. The corporate agent may be a natural person age 18 or older (no express NJ-residency requirement in 14A:4-1(3)), or a domestic corporation or authorized foreign corporation. For LLCs, the agent must be an individual resident of NJ or another person with authority to transact business in NJ (42:2C-14(c)). For LPs, an individual agent must be a NJ resident (42:2A-8(c)).

Consent required: no.

For LLCs, the statute makes the filing officeFiling officeThe agency that keeps the business register.Read the full entry → (State Treasurer) the fallback agent: if the company does not appoint or maintain an agent, or the agent cannot with reasonable diligence be found at its street address, process may be served on the filing office in duplicate, which forwards a copy to the company. No equivalent Secretary-of-State fallback appears in Title 14A for corporations - corporate service beyond 14A:4-2 is governed by the NJ court rules, which are outside this corpus.

• Revocation Foreign. Failure to maintain a registered agent is an express ground for the Secretary of StateSOSSecretary of State - the default filing office in most states, and shorthand throughout this site for whichever agency keeps the business register.Read the full entry → to revoke a foreign corporation's certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → (after not less than 90 days' notice and opportunity to cure).
• Other. If the corporation does not designate a successor within 30 days after its agent resigns, it is deemed to have no registered agent or registered office in New Jersey - exposing a domestic corporation to substituted-service risk (and a foreign corporation to revocation under 14A:13-10).
• No Court Access. A foreign corporation transacting business without a certificate of authority (including after revocation) cannot maintain any action in NJ courts until it obtains one; the parallel LLC rule is 42:2C-65(a).
• Civil Penalty. A foreign corporation transacting business without authority forfeits $200 to $1,000 per year (up to 5 years back), recovered by the Attorney General; a foreign LLC pays $200 per year or part thereof (42:2C-66).
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. A certificate of incorporationArticles of incorporationThe document filed with the state to create a corporation.Read the full entry → or authority revokedRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry → by proclamation (two consecutive years' annual-report failure) is reinstated on payment of a $75 reinstatement filing fee, a $20 tax clearance filing fee, the current and all delinquent annual report fees, with possible loss of the corporate name in the interim.

Filing office

NJ Division of Revenue & Enterprise Services - Registration of Alternate Name, form C-150G (corps: N.J.S.A. 14A:2-2.1; LLCs: 42:2C-8). Sole proprietors/partnerships instead file a Trade NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → Certificate with the County Clerk.

State fee

$50 (online adds $2.50 credit-card or $1.00 e-check service fee)

Term

5 years

Renewal

Renewable for successive 5-year periods via form C-150R, $50; njportal FAQ references penalty fees for late renewals

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement

Online filing

Available

The regime

New Jersey's general act makes it unlawful for any person to transact business under an assumed name unless a sworn certificate of the true name(s) is filed with the county clerk of each county where the business is (or will be) conducted, together with a duplicate for filing with the Secretary of State - so the mandatory filing touches both the county and state offices. Corporations are exempt from this chapter and instead register 'alternate names' with the state under their entity statutes.

Where it is filed

The county clerk of each county where the business is conducted or is to be conducted, plus a duplicate certificate that the county clerk forwards to the Secretary of State for filing and indexing. Both offices keep alphabetical indexes of filers, and certified copiesCertified copyA copy of a filed document that the state certifies as true and complete, with an official seal or certification page.Read the full entry → from either office are presumptive evidence of the facts stated.

Publication

N.J.S.A. 56:1-1 to 56:1-7 contain no newspaper-publication requirement - the obligation is the sworn certificate filed with the county clerk plus the duplicate for the Secretary of State.

Assumed names for registered entities

Registered entities use a separate state-level 'alternate name' system: a domestic or foreign corporation may not transact business in New Jersey under a name other than its actual name unless it first registers the alternate name by certificate with the Secretary of State; the registration runs 5 years and is renewable for successive 5-year periods (N.J.S.A. 14A:2-2.1(3)). LLCs have the same rule through N.J.S.A. 42:2C-9 (certificate of registration of alternate name with the filing office, 5-year renewable term), as do LLPs (42:1A-48) and limited partnerships. Foreign corporations blocked by a name conflict may also be authorized under an assumed name per 14A:2-2(3) (referenced in 14A:2-2.1(1)(b)).

Penalties

Conducting business contrary to 56:1-1 or 56:1-2 is a criminal offense: 'Any person conducting or transacting business contrary to the provisions of either section 56:1-1 or 56:1-2 of this title shall be guilty of a misdemeanor.'
On the entity side, a corporation that used an alternate name without registering must, when it finally files, pay the regular filing fee plus an additional fee equal to the regular fee multiplied by the number of years of violation after August 1, 1974 (any part of a year counts as a full year).
An LLP that used an unregistered alternate name may not maintain any action or proceeding in New Jersey courts arising out of a contract or act in which it used the alternate name until it files the certificate, and false statements or persistent failure to file carry a forfeiture of not less than $200 and not more than $500; parallel provisions apply to limited partnerships.

Official source

www.njportal.com/DOR/BusinessAmendments/Home/FAQ↗ (opens the official source)

What it is called

Corporation Business Tax (CBT) [corp]; partnership per-owner filing fee [LLC 3+ owners]

Administering agency

NJ Division of Taxation (Dept. of the Treasury) - CBT and partnership filing fee; DORES handles the separate $75 annual report

Corporation minimum

$500

How it is computed

CORP (C): Corporation Business Tax (CBT, return CBT-100, N.J.S.A. 54:10A-5) = entire net income allocable to NJ x rate: 6.5% if ENI <= $50,000; 7.5% if $50,000 < ENI <= $100,000; 9% if ENI > $100,000. Statutory MINIMUM by NJ gross receipts: $500 (<$100k), $750 ($100k-<$250k), $1,000 ($250k-<$500k), $1,500 ($500k-<$1M), $2,000 (>=$1M); flat $2,000 minimum if member of an affiliated/controlled group with total payroll >= $5M. PLUS Corporate Transit Fee (N.J.S.A. 54:10A-5.41a, P.L. 2024 c.20): 2.5% x FULL taxable net income when TNI > $10M, privilege periods beginning 1/1/2024-12/31/2028 (C corps only; S corps and public utilities exempt; no credits against it). CORP (S): NJ S corps pay no rate tax on income not federally taxed at entity level - effectively MINIMUM only: $375/$562/$750/$1,125/$1,500 on same gross-receipts brackets (same $2,000 group override). DUE: return + payment due the 15th day of the month following the federal due date (calendar C corp = May 15, S corp = Apr 15); estimated installments 15th of 4th/6th/9th/12th months if liability > $1,500. Cap: none (rate tax uncapped). LLC: NO entity-level franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → for LLCs taxed as partnerships/disregarded - but a per-owner filing fee (N.J.S.A. 54A:8-6(b)(2)(A), Form NJ-1065) = $150 x number of owners, CAP $250,000, applies only if MORE THAN TWO owners AND NJ-source income/loss; plus 50% of current-year fee as prepaym