Foreign Qualification Application - Preparation Worksheet - New Jersey

NEW JERSEY FOREIGN FOR-PROFIT CORPORATION AUTHORIZATION WORKSHEET

Use this worksheet to prepare the New Jersey Division of Revenue and Enterprise Services' current Public Records Filing for New Business Entity for a foreign for-profit corporation. This worksheet is not a substitute for the official filing or online authorization service.

1. AUTHORIZATION GATE

N.J. Stat. Ann. § 14A:13-3 provides that a foreign corporation may not transact business in New Jersey until it obtains a certificate of authority.

☐ New Jersey counsel has reviewed the corporation's actual activities and confirmed that corporate authorization is required.

☐ The entity is a foreign for-profit corporation. Use the entity-specific filing path for an LLC, nonprofit corporation, limited partnership, LLP, or other entity type.

☐ The corporation has obtained an EIN before completing the related New Jersey tax/employer registration.

2. PUBLIC-RECORD FILING INFORMATION

2.1 Corporation Name and Filing Type

Exact legal name in the home jurisdiction: [________________________________]

Foreign-corporation type code:

☐ FR — Foreign Profit Corporation, including a foreign professional corporation

☐ DBA — Foreign Profit Corporation using a New Jersey “doing business as” name

Check the exact legal name, including spacing and punctuation, through the Division's name-availability service.

If the exact name is unavailable:

New Jersey DBA name: [________________________________]

☐ DBA name is available.

☐ Filing will be submitted on paper; the Division states that a foreign business using a DBA may not file the authorization online.

☐ Corporate resolution adopting the New Jersey DBA name is attached.

2.2 Home Jurisdiction, Formation Date, and Duration

State or country of incorporation: [________________________________]

Date of incorporation: [__/__/____]

Duration:

☐ Indefinite or perpetual — leave the duration field blank as instructed

☐ Date certain or other duration: [________________________________]

2.3 Business Purpose

Brief description of the business the corporation will transact in New Jersey: [________________________________]

N.J. Stat. Ann. § 14A:13-4(1)(e) requires the application to state the character of the New Jersey business and that the corporation is authorized to transact that business in its home jurisdiction.

☐ Corporation is authorized to transact the described business in its home jurisdiction.

2.4 Main Business Address

Street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

2.5 New Jersey Registered Office and Agent

N.J. Stat. Ann. § 14A:4-1 requires an authorized foreign corporation to continuously maintain a New Jersey registered office and a registered agent whose business office is identical to that address.

Registered agent: [________________________________]

Registered-office street address: [________________________________]

City: [________________________________] State: NJ ZIP: [__________]

Additional post office box, if any: [________________________________]

Agent eligibility:

☐ Natural person age 18 or older

☐ New Jersey domestic corporation

☐ Foreign corporation authorized to transact business in New Jersey

The current public-record form requests the agent's name and New Jersey street address. It does not include a separate registered-agent consent signature.

3. GOOD-STANDING CERTIFICATE

N.J. Stat. Ann. § 14A:13-4(2) requires a certificate from the home-jurisdiction official who keeps corporate records, stating that the corporation is in good standing. The certificate must be dated no earlier than 30 days before filing.

Issuing office: [________________________________]

Certificate date: [__/__/____]

Planned New Jersey filing date: [__/__/____]

☐ Certificate will be no more than 30 days old when filed.

☐ Certificate of good standing or existence attached.

☐ If the certificate is in a foreign language, a translation under oath of the translator is attached.

4. EXECUTION

Corporation name: [________________________________]

Signature: [________________________________]

Printed name: [________________________________]

Title:

☐ President

☐ Vice President

☐ Chief Executive Officer

Date signed: [__/__/____]

The current paper-filing instructions allow only the president, a vice president, or the chief executive officer to sign a foreign-corporation public-record filing. The form does not request notarization, a registered-agent signature, or an internal authorization resolution unless a DBA resolution is required.

5. AUTHORIZATION FILING PACKAGE

☐ Current Public Records Filing for New Business Entity completed

☐ Type code FR or DBA entered

☐ Current good-standing or existence certificate attached

☐ DBA resolution attached, if applicable

☐ Current $100 certificate-of-authority fee included, as listed on the Division's current fee page

☐ Two copies included for a paper filing, as directed by the packet

☐ Return instructions and payment information included

Paper filing address:

New Jersey Division of Revenue and Enterprise Services

Corporate Filing Unit

P.O. Box 308

Trenton, NJ 08646-0308

Use the Division's current online authorization service if the exact legal name is available and no DBA filing is required.

6. TAX REGISTRATION AND POST-FILING CHECKLIST

☐ After the public-record authorization filing, complete Form NJ-REG for applicable tax and employer registrations. The current packet instructs that NJ-REG be submitted within 60 days of the public-record filing.

☐ If the corporation will collect sales tax, submit NJ-REG at least 15 days before the first taxable sale, use of an exemption certificate, or remittance of use tax, as instructed by the current packet.

☐ Retain the filed authorization document, certificate of authority, and tax-registration confirmation.

☐ Continuously maintain the New Jersey registered office and registered agent required by N.J. Stat. Ann. § 14A:4-1.

☐ Calendar the annual report under N.J. Stat. Ann. § 14A:4-5. The State's current business guidance states that the report is due each year by the last day of the corporation's authorization-anniversary month, with a current $75 filing fee.

☐ If the corporation ceases transacting business in New Jersey, use the certificate-of-withdrawal process under N.J. Stat. Ann. § 14A:13-8 and confirm current tax-clearance requirements with the Division of Taxation.

☐ Review licenses, permits, professional-corporation rules, alternate-name registrations, and industry-specific approvals separately.

DO NOT ADD TO THE AUTHORIZATION FILING

The current public-record form does not request a foreign corporation's stock information, directors, officers other than the signer, delayed effective date, registered-agent consent, general internal board authorization, remedies, forum-selection clause, attorney-fee clause, or liability-allocation terms.

SOURCES AND REFERENCES

• New Jersey Division of Revenue — Getting Registered
• New Jersey Division of Revenue — Current Filing Fees
• New Jersey Division of Revenue — Legacy Business Registration Packet
• New Jersey Division of Revenue — Business Name Availability
• Business.NJ.gov — Out-of-State Business Registration
• Business.NJ.gov — Taxes and Annual Report
• New Jersey Legislature — Statutes