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New Jersey laws for foreign (out-of-state) corporations and LLCs are similar to those of other states. If you want more information that's not specific to New Jersey, you can read our article on how to qualify to do business outside of your state.
Before doing business in the state, Massachusetts requires foreign corporations and LLCs to obtain a certificate of authority to transact business. While "doing business" isn't defined under New Jersey law, the state government provides guidance on which activities require out-of-state businesses to register.
If you have operations in New Jersey (that aren't exempt) or want to contract with the New Jersey government—including state, county, and municipal governments as well as school districts—then you'll need to apply for a certificate of authority.
New Jersey calls out-of-state businesses with operations in New Jersey nexus businesses because they have a nexus (a connection or link) in the state. The following are considered business operations that require a certificate of authority:
New Jersey specifies some activities that don't require you to obtain a certificate of authority. Instead, if any of these specified activities apply to your business, you only have to register for state taxes. These activities include:
It's important to note that you only need to register for taxes if your transactions either are greater than $100,000 or number more than 200 within the calendar year. But if you have operations or contracts with the state in addition to these activities, you'll need to obtain a certificate of authority.
For more detailed information, visit New Jersey's out-of-state business registration webpage. You can also receive help from the state Division of Taxation's Nexis Unit - Office Audit Branch.
Massachusetts law provides a list of activities that don't require your foreign corporation or LLC to obtain a certificate of authority. These activities differ some between corporations and LLCs.
The list of activities that aren't considered "doing business" in New Jersey for foreign corporations include:
(N.J. Stat. § 14A:13-3 (2023).)
The list of activities that aren't considered "doing business" in New Jersey for foreign LLCs include:
(N.J. Stat. § 42:2C-59 (2023).)
Applying to do business in New Jersey as a foreign corporation or LLC requires three steps:
Once you've completed these three steps, you should be able to obtain a business registration certificate from the Department of Treasury's Division of Revenue and Enterprise Services (DORES).
Foreign corporations must additionally obtain a certificate of good standing from their home states. The certificate of good standing must be dated within 30 days of your application filing date.
When applying for a certificate of authority to transact business, New Jersey law requires corporations to provide the following information:
(N.J. Stat. § 14A:13-4 (2023).)
For foreign LLCs, New Jersey law requires the following information:
(N.J. Stat. § 42:2C-58 (2023).)
You can find more information about getting your business registered on the DORES website.
The consequences of not registering your foreign LLC or corporation are very similar to those of other states. If you do business in New Jersey without a certificate of authority, then you can't file or maintain a lawsuit in the state. But failing to register doesn't invalidate your company's acts or contracts.
Additional considerations for corporations. Foreign corporations that operate without a certificate of authority can be fined between $200 and $1,000 each year it transacts without a certificate. The corporation can be fined for up to five years. (N.J. Stat. § 14A:13-11 (2023).)
Additional considerations for LLCs. If a foreign LLC doesn't obtain a certificate of authority, then its members and managers aren't automatically liable for the LLC's debts, obligations, and other liabilities. In other words, the failure to obtain a certificate by itself doesn't make the members or managers of the LLC liable. (N.J. Stat. § 42:2C-65 (2023).)
New Jersey has great resources available to businesses that are looking to operate in the state. You can visit the New Jersey business webpage to find information on planning, starting, operating, and growing your business. You can also use the Business Navigator to register your business and receive a personalized step-by-step guide that has information on business licenses, forms, and permits.
Qualifying your foreign business in New Jersey can get confusing. If you need legal advice on whether to register, which forms to file, or how to maintain your foreign registration, speak with a New Jersey business attorney. They can guide you through the process and answer any specific legal questions you have.