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.
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.
Top 5 Causes Leading to Construction Defect Litigation
The five most common causes of construction defect litigation are design defects, substandard materials, workmanship defects, code violations, and subsurface defects. Because these flaws can compromise a building’s integrity, functionality, or safety, they frequently lead to disputes involving multiple parties and high financial stakes. Key takeaways: What is Construction Defect Litigation? Construction litigation is complex, […]
How to Protect Your New Jersey Business When Going through a Divorce
The most effective ways to protect your business in a divorce are put in place before one begins: a prenuptial or postnuptial agreement, clean separation of business and personal finances, and divorce contingencies built into your operating or buy-sell agreements. If divorce is already underway, the priorities shift to establishing how the business is classified […]
The most common franchise disputes involve breach of contract, franchise termination and non-renewal, intellectual property rights, territorial encroachment, royalty and fee payments, franchisor support obligations, and violations of state franchise laws such as the New Jersey Franchise Practices Act. Franchisors and franchisees can often resolve these conflicts by providing written notice detailing the dispute and […]
Reputational Risk and Legal Exposure: Why New Jersey Businesses Must Manage Them Together
New Jersey businesses must manage legal and reputational risk together because modern disputes play out on two fronts at once: the legal proceeding itself and the court of public opinion, where customers, employees, investors, and business partners often reach conclusions long before a judge or jury has had the opportunity to evaluate the facts. Success […]
Eviction Is Not Always the End: Understanding Post-Possession Rent Claims in New Jersey and New York
No. An eviction does not automatically end a tenant’s obligation to pay rent. Post-eviction rent claims are common because recovering possession resolves who has the right to occupy the premises, but it does not extinguish the tenant’s contractual obligations under the lease. Whether unpaid or future rent remains owed depends on three factors: the lease’s […]
Company Dissolved? Legal and Financial Consequences to Expect
A company is dissolved; legally, it ceases to exist. Accordingly, dissolution results in significant legal and financial consequences. It is a process that must be properly managed to avoid continuing liability. The Corporate Dissolution Process Corporate dissolution is the legal process of formally closing a corporation, paying its debts and distributing the remaining assets. Most […]
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!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!
