Entity types at a glance
New Jersey’s Division of Revenue and Enterprise Services (DORES) uses a unified $125 filing fee for most for-profit entities, but the underlying statute matters: Title 14A for business corporations, 14A:17 for professional corporations, and special tax rules for S corps. Here’s the menu.
| Entity | Statutory anchor | Use cases | Notes |
|---|---|---|---|
| Business corporation (C-corp) | N.J.S.A. 14A:1-1 et seq. | Manufacturing, tech startups, holding companies, any enterprise needing stock structure and CBT compliance. | Name must include Corp./Inc./Ltd./Co.; file certificate of incorporation; subject to CBT and annual report. |
| S-corporation | Title 14A corp + IRS/NJ S election | Owner-managed businesses seeking pass-through taxation with corporate governance. | Files CBT-100S; eligible for BAIT; limited to 100 shareholders and one class of stock. |
| Professional corporation (P.A.) | N.J.S.A. 14A:17-1 et seq. | Physicians, dentists, lawyers, engineers, architects, and other licensed professionals. | Shareholders/officers must be licensed; some boards demand PC even if LLC available. |
| Non-profit corporation | N.J.S.A. 15A (not covered fully here) | Charities, trade associations; different $75 filing fee and $30 annual report. | Separate statute; charitable registration required for fundraising. |
| Foreign corporation (for-profit) | Title 14A (certificate of authority) | Out-of-state or foreign companies expanding into NJ. | Pay $125 certificate of authority + CBT and annual report once authorized. |
Standard New Jersey corporation (C-corp)
Form your corporation by filing a certificate of incorporation via DORES. Title 14A specifies the required data; your share structure influences CBT and internal governance.
Certificate of incorporation contents (14A:2-7)
- Corporate name with “Corporation,” “Company,” “Incorporated,” “Limited,” or abbreviation.
- Purpose clause (broad “any lawful activity” acceptable unless professional restrictions apply).
- Authorized shares and, if multiple classes/series, designations, rights, and restrictions.
- Registered office and agent (NJ street address required).
- Incorporator name/address; optional provisions (preemptive rights, liability limits, cumulative voting modifications).
Filing logistics
Fees & processing
$125 for domestic for-profit certificate of incorporation; same fee for foreign certificate of authority. Non-profit incorporation is $75. Expedited services add $25–$1,000 depending on turnaround (over-the-counter, same-day, 2-hour, 1-hour).
After filing
Hold the organizational meeting to adopt bylaws, elect directors/officers, authorize stock, and approve indemnification. File Form NJ-REG to register for tax/employer accounts and obtain a Business Registration Certificate.
S-corporations and BAIT interplay
S-corp status is elected via IRS Form 2553 and recognized by New Jersey through the CBT-100S regime. Trade or business income uses single-sales factor, market-based sourcing (aligned with CBT) starting in tax year 2023.
C vs S vs LLC snapshot
| Feature | NJ C-corp | NJ S-corp | NJ LLC taxed as partnership |
|---|---|---|---|
| Entity law | Title 14A corporation. | Title 14A corporation with S election. | N.J.S.A. 42:2C LLC. |
| State entity tax | CBT 6.5–9% + minimum tax. | CBT 6.5–9% on S income but shareholders take credit; BAIT optional. | No CBT; pass-through via Gross Income Tax; BAIT optional. |
| Ownership | Unlimited shareholders; multiple stock classes. | 100 shareholder cap, one class of stock. | Unlimited members with flexible interests. |
| Suitability | VC, QSBS, reinvested profits, complex equity. | Owner-operated services, distribution businesses with payroll. | Real estate, professional services, asset holding. |
BAIT planning
S corps and LLCs taxed as partnerships can elect BAIT annually. The entity pays tax at up to 10.9% and owners claim a credit, mitigating SALT caps. Evaluate cash flow, resident vs nonresident owners, and multi-state sourcing before electing.
Professional & medical corporations
N.J.S.A. 14A:17 requires professional corporations when practicing regulated professions. Shareholders, directors, and officers must be licensed in the same or closely allied profession (e.g., physicians with dentists, architects with engineers). Some boards require certificates of authorization in addition to PC formation.
PC vs LLC for professionals
- PC: familiar to boards, easier to coordinate multi-state practices, but subject to CBT and annual report requirements.
- PLLC/LLC: available for some professions but may require COA; avoids CBT if taxed as partnership; easier for non-voting investor classes.
Medical-specific requirements
Medical practices often need PC status plus Board of Medical Examiners approval. If using LLC/PLLC, ensure compliance with certificate of authorization and professional liability insurance mandates.
Formation & foreign qualification checklist
Annual reports, CBT & minimum tax
All for-profit corporations file an annual report online by the end of their anniversary month. Fee is $75 (foreign or domestic). Non-profits pay $30. Failure to file after two years can result in revocation.
CBT rates and minimum tax
| Entire Net Income (ENI) | CBT rate |
|---|---|
| ≤ $50,000 | 6.5% |
| $50,000 < ENI ≤ $100,000 | 7.5% |
| > $100,000 | 9% |
| NJ gross receipts | Minimum CBT tax |
|---|---|
| < $100k | $500 |
| $100k – < $250k | $750 |
| $250k – < $500k | $1,000 |
| $500k – < $1M | $1,500 |
| ≥ $1M | $2,000 |
Tax comparison & scenarios
Use this matrix to evaluate entity choice purely from a tax perspective.
| C-corp | S-corp | LLC taxed as partnership | |
|---|---|---|---|
| State entity tax | CBT 6.5–9% + minimum tax. | CBT (same rates) + BAIT option; shareholders credit against GIT. | No CBT; BAIT optional. |
| Owner tax | Dividends taxed at 5.53–10.75% NJ GIT; federal double tax. | Flow-through taxed at NJ GIT; payroll/wage requirements. | Flow-through taxed at NJ GIT; self-employment tax if active. |
| QSBS eligibility | Yes (if federal rules met). | No. | No stock. |
| Minimum tax exposure | Yes, based on receipts. | Yes. | No. |
Foreign corporations doing business in NJ
Out-of-state corporations must obtain a certificate of authority before “doing business” (maintaining office, employees, inventory, or deriving receipts) in New Jersey. CBT filing is required if you have nexus or hold NJ authority.
Qualification checklist
- Application for Certificate of Authority + $125 fee.
- Certified copy/good standing certificate (within 30 days).
- New Jersey registered agent appointment.
- NJ-REG filing once authorized.
Common mistakes
- Assuming CBT doesn’t apply because you operate remotely—digital sales to NJ residents can create nexus.
- Ignoring minimum tax when receipts exceed $100k.
- Failing to update registered agent or file annual reports, leading to revocation.
Corporate Transparency Act (BOI)
Foreign corporations registering in NJ must file BOI within 30 days of registration (or by April 24, 2025 for pre-rule registrations) unless they qualify for an exemption (e.g., “large operating company”).
When to choose NJ corporation vs LLC or Delaware
Choose NJ corporation when…
- You need QSBS or plan to raise venture capital.
- Professional boards require PC format or certificate of authorization that favors corporate structure.
- You want to integrate with BAIT while keeping corporate governance.
- You plan to operate primarily in New Jersey and want BRC-based incentives.
Consider LLC or Delaware when…
- You want to avoid minimum CBT tax and rigid formalities.
- All investors are pass-through friendly and you value flexible profit allocations.
- You plan to relocate HQ outside NJ soon or already run a Delaware holding company.
- You’re converting an NJ LLC to a corporation for investors.
- You need to reinstate a revoked corporation (catching up annual reports + CBT).
- You’re structuring multi-entity professional practices with COA requirements.
- You’re modeling BAIT vs CBT vs LLC tax outcomes.
How I help
I provide New Jersey-focused corporate counsel: entity-choice consulting, drafting and filing certificates/bylaws/shareholder agreements, professional corporation structuring, BAIT and CBT modeling with your CPA, reinstatements, and CTA monitoring for foreign registrants.
- Entity strategy: NJ corporation vs LLC vs Delaware, QSBS planning, conversion roadmaps.
- Formation & filings: Certificates of incorporation/authority, bylaws, organizational minutes, NJ-REG filings.
- Professional practices: PC setups, certificates of authorization, multi-state coordination.
- Benefit & ESG: (Future) Benefit corporation conversions once NJ enacts dedicated statute; currently customizable via bylaws.
- Tax coordination: BAIT elections, CBT minimum modeling, reinstatement of revoked corps.
- CTA & due diligence: Owner ledgers, BOI filings for foreign entities, real-estate reporting prep.
Reach out to schedule a consult; I typically respond within one business day with scoping, flat-fee proposals, and next steps.