APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS IN THE STATE OF NEW JERSEY
(Foreign Entity Qualification Application)
[// GUIDANCE: This template is drafted for use by any non-New Jersey business entity (corporation, LLC, LLP, etc.) seeking authority to transact business in New Jersey under N.J. Stat. Ann. §§ 14A:13-3 (foreign corporations) or 42:2C-55 (foreign LLCs). Customize bracketed fields, delete inapplicable provisions, and attach all required schedules before filing with the New Jersey Division of Revenue & Enterprise Services (“NJ DORES”).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Default & Remedies
- Dispute Resolution
- General Provisions
- Execution Block
- Schedules & Exhibits
1. DOCUMENT HEADER
1.1 Title. Application for Certificate of Authority to Transact Business in the State of New Jersey (the “Application”).
1.2 Parties.
(a) Applicant: [LEGAL NAME OF FOREIGN ENTITY], a [STATE/COUNTRY] [ENTITY TYPE] (the “Applicant”).
(b) Filing Office: State of New Jersey, Department of the Treasury, Division of Revenue & Enterprise Services (“NJ DORES”).
1.3 Effective Date. The later of (i) the date this Application is accepted for filing by NJ DORES or (ii) the delayed effective date, if any, specified in Section 3.4.
1.4 Consideration. Submission of this Application, payment of all prescribed fees, and Applicant’s agreement to comply with New Jersey law constitute sufficient consideration.
1.5 Recitals.
WHEREAS, Applicant is duly formed and in good standing under the laws of [HOME JURISDICTION];
WHEREAS, Applicant desires to transact business in the State of New Jersey (“NJ”) in compliance with N.J. Stat. Ann. §§ 14A:13-3 et seq. (for corporations) or 42:2C-55 et seq. (for LLCs); and
WHEREAS, Applicant submits this Application and the attached schedules to obtain a Certificate of Authority permitting such activities.
NOW, THEREFORE, Applicant hereby makes the following statements, covenants, and agreements:
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms and to any gender.
“Applicant” has the meaning given in Section 1.2.
“Certificate of Authority” means the certificate issued by NJ DORES evidencing Applicant’s authority to transact business in NJ.
“Filing Office” has the meaning given in Section 1.2.
“Home Jurisdiction” means the state or country in which Applicant is originally organized.
“NJ Annual Report” means the annual report required to be filed with NJ DORES pursuant to N.J. Stat. Ann. § 14A:4-5 (corporations) or § 42:2C-85 (LLCs).
“NJ Registered Agent” means the resident agent appointed in Section 3.2(b).
“Qualified Date” means the Effective Date, as defined in Section 1.3.
“Schedules” means all schedules and exhibits attached hereto, each incorporated by reference.
3. OPERATIVE PROVISIONS
3.1 Mandatory Statutory Disclosures. Applicant hereby provides the information required by N.J. Stat. Ann. §§ 14A:13-4 or 42:2C-56, as set forth in Schedule A (Corporate/Entity Particulars).
3.2 Registered Office & Agent.
(a) Registered Office. Applicant designates [NJ STREET ADDRESS, COUNTY, ZIP] as its registered office in NJ.
(b) Registered Agent. Applicant appoints [FULL LEGAL NAME OF AGENT], a New Jersey [individual / corporate] resident, as its NJ Registered Agent for service of process. A written Consent of Registered Agent is attached as Schedule C.
3.3 Fees & Taxes. Applicant shall remit (i) the statutory filing fee, (ii) the $75-per-month foreign entity tax prepayment (where applicable), and (iii) any expedited service fees elected on NJ DORES Form C-102.
3.4 Delayed Effective Date (Optional). If a delayed effective date is desired, insert: “[DELAYED EFFECTIVE DATE, NOT MORE THAN 90 DAYS FROM FILING].” Otherwise, leave blank to allow immediate effectiveness.
3.5 Duration. Applicant’s duration in NJ shall be coextensive with its existence in its Home Jurisdiction unless earlier withdrawn under Section 5.5.
4. REPRESENTATIONS & WARRANTIES
Applicant represents and warrants to NJ DORES that, as of the date of execution and continuing through the Qualified Date:
4.1 Good Standing. Applicant is in good standing and authorized to transact business under the laws of its Home Jurisdiction.
4.2 Authority. Applicant’s execution and filing of this Application have been duly authorized by all requisite internal action, true copies of which are attached as Schedule B (Corporate Resolution / Member Consent).
4.3 Accuracy. All statements, documents, and certificates furnished with or incorporated in this Application are true, correct, and complete in all material respects.
4.4 Compliance. Applicant is not barred from qualification in NJ by reason of unpaid taxes, outstanding penalties, or revocation proceedings in any jurisdiction.
4.5 Survival. The representations and warranties in this Section 4 survive issuance of the Certificate of Authority.
5. COVENANTS & ONGOING OBLIGATIONS
5.1 Annual Reports. Applicant shall file the NJ Annual Report on or before the last day of its anniversary month each year and pay all associated fees.
5.2 Registered Agent Maintenance. Applicant shall continuously maintain a NJ Registered Agent and registered office, and shall promptly file an Amendment to Application for Certificate of Authority with NJ DORES upon any change.
5.3 Tax Compliance. Applicant shall timely (a) register for NJ Corporation Business Tax (or Gross Income Tax for LLCs classified as partnerships), (b) file returns, and (c) pay all taxes, surcharges, and assessments.
5.4 Records. Applicant shall keep at its NJ Registered Office or make available electronically within three (3) business days upon request (i) its Certificate of Authority, (ii) most recent NJ Annual Report, and (iii) current names and addresses of its principal officers/ managers.
5.5 Voluntary Withdrawal. Applicant may voluntarily surrender its Certificate of Authority by filing a Certificate of Withdrawal pursuant to N.J. Stat. Ann. § 14A:13-12 (corporations) or § 42:2C-76 (LLCs) following receipt of a Tax Clearance Certificate from the NJ Division of Taxation.
5.6 Administrative Dissolution. Applicant acknowledges NJ DORES may revoke its Certificate of Authority for failure to file NJ Annual Reports for two consecutive years, subject to reinstatement procedures.
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following constitutes a default:
(a) Submission of materially false or misleading information in this Application or any Schedule hereto;
(b) Failure to maintain a NJ Registered Agent for thirty (30) consecutive days;
(c) Failure to file two consecutive NJ Annual Reports; or
(d) Non-payment of state taxes, penalties, or interest for more than 180 days after assessment.
6.2 Cure Period. Applicant shall have thirty (30) days after written notice from NJ DORES to cure any default described in Section 6.1, unless a shorter period is mandated by statute.
6.3 Remedies. Upon uncured default, NJ DORES may (i) revoke Applicant’s Certificate of Authority, (ii) assess statutory penalties, and (iii) deny reinstatement until all defaults are cured.
6.4 Attorney Fees & Costs. In any civil action by NJ arising from Applicant’s default, Applicant shall be liable for reasonable attorney fees and costs to the extent permitted by applicable law.
7. DISPUTE RESOLUTION
7.1 Governing Law. This Application and any dispute arising hereunder are governed by the New Jersey Business Corporation Act or New Jersey Revised Uniform Limited Liability Company Act, as applicable, and other relevant provisions of New Jersey law, without regard to conflict-of-law principles.
7.2 Forum Selection. Applicant irrevocably submits to the exclusive jurisdiction of the Superior Court of New Jersey, Chancery Division – General Equity Part, Complex Business Litigation Program (or any successor “state_business_court”) for any proceeding relating to this Application or Applicant’s qualification status.
7.3 Arbitration. Not applicable.
7.4 Jury Waiver. Not applicable.
7.5 Injunctive Relief. Not applicable.
8. GENERAL PROVISIONS
8.1 Amendments & Corrections. Applicant may amend this Application by filing a Certificate of Amendment with NJ DORES and paying the requisite fee.
8.2 Assignment. Applicant’s rights under the Certificate of Authority are non-assignable and terminate automatically upon Applicant’s merger out of existence or domestication in NJ.
8.3 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions remain in full force, and, if feasible, the invalid provision shall be reformed to the minimum extent necessary to effectuate its original intent.
8.4 Entire Agreement. This Application, including all Schedules, constitutes the entire agreement between Applicant and NJ DORES with respect to foreign qualification in NJ.
8.5 Counterparts; Electronic Signatures. This Application may be executed in counterparts, each of which is deemed an original. Signatures transmitted by PDF or approved e-signature platform are legally effective.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application as of the date set forth below.
| APPLICANT: [LEGAL NAME OF FOREIGN ENTITY] | |
| By: | _______ |
| Name: | [PRINTED NAME OF AUTHORIZED OFFICER / MANAGER] |
| Title: | [TITLE] |
| Date: | ___ / ___ / ____ |
[// GUIDANCE: Attach Notary Acknowledgment if required by Home Jurisdiction. New Jersey does not require notarization for electronic submissions, but manual filings may require acknowledgment in some cases.]
REGISTERED AGENT’S CONSENT
The undersigned hereby consents to serve as Registered Agent for the Applicant in the State of New Jersey.
| REGISTERED AGENT: [FULL LEGAL NAME] | |
| Signature: | _______ |
| Date: | ___ / ___ / ____ |
10. SCHEDULES & EXHIBITS
• Schedule A – Mandatory Corporate/Entity Particulars
• Schedule B – Authorizing Resolution / Member Consent
• Schedule C – Consent of Registered Agent (may be executed in Section 9)
• Schedule D – Tax Clearance Certificate (for withdrawals)
[// GUIDANCE: Attach additional schedules (e.g., names/addresses of directors & officers, evidence of good standing in Home Jurisdiction) as required by statute or NJ DORES practice. Verify current filing fees at https://www.nj.gov/treasury/revenue/ before submission.]
END OF DOCUMENT