New Jersey Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & reservation: Search the Business Entity Name Search and Business Name Availability tools to confirm the name is distinguishable in New Jersey. If you need time before filing, reserve the name (optional) using UNRR-1; reservations last 120 days ($50) and can be renewed.
2. 2.
   Board (trustees) & officers: New Jersey nonprofit corporations must have at least three (3) trustees (age 18+). Typical officers are President/Chair, Secretary, and Treasurer. One person may hold multiple offices unless bylaws restrict it.
3. 3.
   Registered agent & office: Required at formation. The agent must maintain a physical street address in New Jersey (no P.O. Box alone) and be available during business hours. Choose an individual (18+) or a company authorized in NJ.
4. 4.
   Members decision: Decide whether the corporation will have members; you'll indicate this in the certificate and bylaws. This affects governance structure and decision-making processes.
5. 5.
   Bylaws & purpose planning: Draft New Jersey-compliant bylaws addressing purpose, membership (if any), trustee/officer roles, meetings/quorum, conflicts, indemnification, and dissolution clause that dedicates assets to another 501(c)(3).

B

Prepare the Certificate of Incorporation

Complete NJ's Public Records Filing for New Business Entity (Nonprofit). Include:

1. 1.
   Corporate name: Use the exact name as reserved (if reserved), ensuring it's distinguishable and avoids restricted terms.
2. 2.
   Registered agent & office: Name and New Jersey street address (P.O. Boxes not allowed as sole address).
3. 3.
   Purpose: 501(c)(3) compliant charitable/educational/religious purpose statement.
4. 4.
   Members statement: State whether the corporation has members or not.
5. 5.
   Initial trustees: List at least 3 trustees (≥18 years old) with names and addresses.
6. 6.
   Asset distribution on dissolution: Method of asset distribution (to another 501(c)(3) or governmental unit).
7. 7.
   Incorporator(s): Name and address of the person(s) filing the certificate.
8. 8.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Certificate Online

1. 1.
   File via Business Formation Portal: Go to the Business Formation Portal and select Non-Profit Corporation. Enter the data from your preparation step and submit.
2. 2.
   Filing fee: $75 nonprofit certificate of incorporation. Pay online during the filing process.
3. 3.
   Processing time: Immediate online processing. A stamped certificate/receipt is generated upon completion. Expedite options exist for counter/fax filings (additional fees).
4. 4.
   Output: Save your stamped Certificate of Incorporation and receipt for your records, banking, and IRS filing.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   NJ tax/employer registration: After formation and obtaining an EIN, complete NJ-REG online to register for NJ tax/employer accounts (withholding, unemployment, etc.) as needed. Indicate nonprofit status.
4. 4.
   Annual report: All NJ nonprofit corporations must file an Annual Report each year by the end of your anniversary month ($30). Two consecutive missed years may trigger administrative revocation.
5. 5.
   Charitable registration: Most charities must register with the NJ Division of Consumer Affairs - Charities at least 10 days before starting solicitations. Complete online Charities Registration ($30-$250 based on contributions; $25 late fee).
6. 6.
   Sales & use tax exemption: Complete Form REG-1E to obtain ST-5 certificate. You may submit before you have the IRS determination; NJ will hold the application for up to a year and issue ST-5 once the IRS letter is provided.
7. 7.
   Local licenses & banking: Obtain any city/county permits needed; open a bank account with EIN + filed Certificate + bylaws.

Resources & Forms

• Business Formation Portal: NJ Business Formation Portal
• Name Search & Reservation: Business Name Search & UNRR-1 Reservation (120 days, $50)
• Public Records Filing Guide: NJ Public Records Filing Instructions
• Annual Reports: Annual Reports Portal ($30 nonprofit)
• Charitable Registration: NJ Division of Consumer Affairs - Charities ($30-$250)
• Tax Registration & Exemption: NJ-REG & Form REG-1E (ST-5 Exemption)

Notes & Best Practices

• Include IRS clauses in your Certificate to streamline 501(c)(3) approval—essential for tax-exempt status
• You can apply for ST-5 sales tax exemption before receiving your IRS determination—NJ will hold your application
• Business Formation Portal provides immediate online processing—no waiting for manual review
• Double-check all addresses and spellings in your Certificate—corrections later require additional filings and fees
• Must have at least 3 trustees (age 18+)—this is mandatory for New Jersey nonprofit corporations
• Register for charitable solicitation at least 10 days before fundraising—penalties apply for non-compliance