Scarinci Hollenbeck, LLC
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Author: Scarinci Hollenbeck, LLC
Date: November 10, 2017
The Firm
201-896-4100 info@sh-law.comDue to its close proximity to business hubs in New York and Pennsylvania, many out-of-state corporations transact business in New Jersey. Because corporations formed outside the state are technically considered “foreign,” it is important to understand the legal formalities of doing business in New Jersey.
To transact business in New Jersey, a foreign corporation must obtain a certificate of authority. The requirement exists to ensure that local and foreign businesses are on equal footing and must abide by the same laws.
Pursuant to N.J.S.A. 14A:13-3, a foreign corporation may be authorized to do any business which may be done lawfully in New Jersey by a domestic corporation, to the extent that the corporation is authorized to do such business in the jurisdiction of its incorporation. The statute further provides that a foreign corporation will not be considered to be transacting business in New Jersey by reason of carrying on any one or more of the following activities in the State:
While certainly not an exhaustive list, activities that would generally constitute “transacting business” include providing services, selling goods, hiring employees, and owning/renting property.
To procure a certificate of authority to transact business in New Jersey, a foreign corporation must file an application with the Secretary of State that sets forth the following:
The foreign corporation must also submit with the application a certificate good standing from its home jurisdiction that was issued no earlier than 30 days prior to the filing of the application. The filing process can be completed online. All foreign corporations must pay a statutory filing fee of $125.
It is imperative to file the proper paperwork and obtain legal authority to operate your company in New Jersey before engaging in any business transactions. The failure to register can cause a number of legal headaches, ranging from the imposition of late fees to the inability to file legal actions.
Do you have any questions? Would you like to discuss the matter further? If so, please contact me, Dennis Linken, at 201-806-3364.
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