Scarinci Hollenbeck, LLC, LLCScarinci Hollenbeck, LLC, LLC

Firm Insights

What Out-of-State Corporations Should Know About Doing Business in New Jersey

Author: Scarinci Hollenbeck, LLC

Date: November 10, 2017

Key Contacts

Back

What Out-of-State Corporations Should Know About Doing Business in New Jersey

Due 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.

What Out-of-State Corporations Need To Know About Doing Business in New Jersey
Photo courtesy of Mark Rabe (Unsplash.com)

Transacting 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:

  • Maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;
  • Holding meetings of its directors or shareholders;
  • Maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if any such security has a situs in New Jersey; and
  • Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.

While certainly not an exhaustive list, activities that would generally constitute “transacting business” include providing services, selling goods, hiring employees, and owning/renting property.

Obtaining a Certificate of Authority 

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 name of the corporation and the jurisdiction of its incorporation;
  • The date of incorporation and the period of duration of the corporation;
  • The address of the main business or headquarters office of the corporation;
  • The address of the registered office of the corporation in New Jersey, and the name of its registered agent in the State at such address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and
  • The character of the business it is to transact in New Jersey, together with a statement that it is authorized to transact such business in the jurisdiction of its incorporation.

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.

No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.

Scarinci Hollenbeck, LLC, LLC

Related Posts

See all
Admin Dissolution for Annual Report: What You Need to Know post image

Admin Dissolution for Annual Report: What You Need to Know

While filing annual reports may seem like a nuisance, failing to do so can have significant ramifications. These include fines, reputational harm, and interruption of your business operations. In basic terms, “admin dissolution for annual report” means that a company is dissolved by the government. This happens because it failed to submit its annual report […]

Author: Dan Brecher

Link to post with title - "Admin Dissolution for Annual Report: What You Need to Know"
What Is Antitrust Litigation Law? post image

What Is Antitrust Litigation Law?

Antitrust laws are designed to ensure that businesses compete fairly. There are three federal antitrust laws that businesses must navigate. These include the Sherman Act, the Federal Trade Commission Act, and the Clayton Act. States also have their own antitrust regimes. These may vary from federal regulations. Understanding antitrust litigation helps businesses navigate these complex […]

Author: Robert E. Levy

Link to post with title - "What Is Antitrust Litigation Law?"
Dissolving Your Business: Essential Legal Steps to Protect Your Interests post image

Dissolving Your Business: Essential Legal Steps to Protect Your Interests

If you’re considering closing your business, it’s crucial to understand that simply shutting your doors does not end your legal obligations. Unless you formally dissolve your business, it continues to exist in the eyes of the law—leaving you exposed to ongoing liabilities such as taxes, compliance violations, and potential lawsuits. Dissolving a business can seem […]

Author: Christopher D. Warren

Link to post with title - "Dissolving Your Business: Essential Legal Steps to Protect Your Interests"
The Role of Corporate Restructuring in Mergers & Acquisitions post image

The Role of Corporate Restructuring in Mergers & Acquisitions

Contrary to what many people think, corporate restructuring isn’t all doom and gloom. Revamping a company’s organizational structure, corporate hierarchy, or operations procedures can help keep your business competitive. This is particularly true during challenging times. Corporate restructuring plays a critical role in modern business strategy. It helps companies adapt quickly to market changes. Following […]

Author: Dan Brecher

Link to post with title - "The Role of Corporate Restructuring in Mergers & Acquisitions"
Crypto Enforcement: A Former Prosecutor’s Warning to Criminals and the Public post image

Crypto Enforcement: A Former Prosecutor’s Warning to Criminals and the Public

Cryptocurrency intimidates most people. The reason is straightforward. People fear what they do not understand. When confusion sets in, the common reaction is either to ignore the subject entirely or to mistrust it. For years, that is exactly how most of the public and even many in law enforcement treated cryptocurrency. However, such apprehension changed […]

Author: Bryce S. Robins

Link to post with title - "Crypto Enforcement: A Former Prosecutor’s Warning to Criminals and the Public"
Understanding Chattel Paper: A Key Component in Secured Transactions post image

Understanding Chattel Paper: A Key Component in Secured Transactions

Using chattel paper to obtain a security interest in personal property is a powerful tool. It can ensure lenders have a legal claim on collateral ranging from inventory to intellectual property. To reduce risk and protect your legal rights, businesses and lenders should understand the legal framework. This framework governs the creation, sale, and enforcement […]

Author: Dan Brecher

Link to post with title - "Understanding Chattel Paper: A Key Component in Secured Transactions"

No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.

Sign up to get the latest from our attorneys!

Explore What Matters Most to You.

Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.

Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.

Let`s get in touch!

* The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.

Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!