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Forming a Nonprofit Corporation in New Jersey
Here are the steps to form a nonprofit corporation in New Jersey. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with:
Title 15A of the New Jersey Statutes (abbreviated here as "N.J. Stat.")
New Jersey Business Gateway Registry Services
The Center for Non-Profit Organizations, which has a terrific guide: Thinking of Forming a Non-Profit
1. Choose a business name and check for availability
Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
The name must contain either "A New Jersey nonprofit corporation," "incorporated," or their abbreviations.
Search the Business Entity Name resource for name availability. See N.J. Stat. § 15A:2.2 for more information.
2. Recruit and/or appoint trustees
Directors are known as "trustees" in New Jersey.
You must have at least three trustees, age eighteen or older, for your nonprofit corporation.
Trustees do not have to reside within the state of New Jersey.
3. Incorporate your Nonprofit Organization
You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.
a. Prepare and file articles of incorporation (referred to as a "Certificate of Incorporation" in New Jersey)
Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.
You must be at least eighteen years of age to incorporate in New Jersey.
You must file your articles of incorporation with the Division of Revenue.
The filing fee is $75.
A sample Certificate of Incorporation is available from the New Jersey Volunteer Lawyers for the Arts as part of their nonprofit guide for New Jersey artists and artisans (PDF). The sample Certificate appears in Appendix G to the guide at page 54. Note that this sample form is intended for an artists' organization, and might require modification to be suitable for a journalism organization.
Note that you must file an Annual Report with the Division of Revenue every year after your date of creation. The filing fee is $75, and the information required on the report is basic, such as the names of all officers and directors and the business's principal location.
b. Create the bylaws
There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
Refer to Bylaws for Nonprofit Corporations for general information.
Sample bylaws are available from the New Jersey Volunteer Lawyers for the Arts as part of their nonprofit guide for New Jersey artists and artisans (PDF). The sample bylaws appear in Appendix F to the guide at page 39. Note that this sample form is intended for an artists' organization, and might require modification to be suitable for a journalism organization.
c. Hold an organizational meeting
See Forming a Nonprofit Corporation for details.
d. Create a Records Book
New Jersey law does not set forth specific record-keeping requirements for nonprofit corporations.
See records book to determine which documents of your nonprofit corporation to store at its principal place of business.
4. Get your Employer Identification Number
Whenever you hire an employee in New Jersey, you must inform both the IRS and the state of New Jersey.
Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
For more on the EIN, see Forming a Nonprofit Corporation.
The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
See New Jersey New Hire Reporting Directory for more information.
5. Register with state offices
a. The Attorney General's office
After your first fiscal year (and each year thereafter), if you have solicited more than $10,000 in donations that year or if you have paid someone for fundraising services, you must register with the New Jersey Charities Registration.
You can find forms and information about the registration process here.
The filing fee is based on the amount you have raised: $30 for amounts under $25,000 and topping off at $250 for amounts more than $500,000.
b. Department of Revenue
You must register for taxes using the New Jersey Division of Revenue Online Business Filing and Registration Service, where you will find forms and instructions for all business taxes, including corporate and employment taxes.
See Business Tax Registration Packet for more information.
6. Apply for tax exemptions
Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.
The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.
Refer to the New Jersey Department of Revenue's Starting A Nonprofit Organization in New Jersey publication for information on how to apply for state tax exemptions.
See Forming a Nonprofit Corporation for details.
IRS PUBLICATION 4220
IRS PUBLICATION 557
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