New Jersey - Nonprofit Corporation

Registering a nonprofit corporation in New Jersey, obtaining an Employer Identification Number (EIN), and applying for federal tax-exempt status (501(c)(3) or other) — concise step-by-step guide.

1. Choose and confirm nonprofit purpose

• Define your charitable, religious, educational, scientific, literary, or other qualifying purpose.

• Ensure your activities will meet IRS and New Jersey requirements for the specific tax-exempt category you plan to seek (commonly 501(c)(3)).

2. Choose a name and check availability

• Pick a name that complies with New Jersey naming rules (must include “corporation,” “incorporated,” “company,” or an abbreviation, unless you qualify for exemption).

• Check name availability with the New Jersey Division of Revenue and Enterprise Services (DORES) and ensure it’s distinguishable from existing entities.

• Consider reserving the name if you aren’t filing immediately.

3. Draft and file Certificate of Incorporation (New Jersey)

• Prepare the Certificate of Incorporation (NJ nonprofit) including:

  • Name of corporation

  • Purpose clause (include a specific nonprofit purpose; for 501(c)(3) include a clause limiting activities to charitable/educational and a dissolution clause directing assets to another 501(c)(3) upon dissolution)

  • Registered agent name and address (must be a New Jersey street address)

  • Incorporator(s) name and address

  • Any member information (if membership structure)

• File with New Jersey Division of Revenue (DORES) and pay the filing fee. Keep a certified copy for IRS Form 1023/1023-EZ submission.

4. Create bylaws and initial organizational minutes

• Draft bylaws governing operations (board structure, officer duties, meeting rules, conflict-of-interest policy).

• Hold an organizational meeting of the incorporator(s) or initial board of directors to adopt bylaws, appoint officers, set a fiscal year, and authorize opening bank accounts.

• Record minutes and resolutions, including adoption of conflict-of-interest and records retention policies.

5. Appoint board of directors and officers

• New Jersey requires at least one director; best practice is at least three unrelated directors to support nonprofit governance and IRS expectations.

• Document names and addresses of initial directors and officers.

6. Obtain Employer Identification Number (EIN)

• Apply for an EIN from the IRS after incorporation. You can apply online, by mail, or by fax.

• Use the corporation’s legal name and address as on the Certificate of Incorporation.

• The EIN is required for bank accounts, hiring employees, and IRS exemption application.

7. Register with New Jersey state tax authorities (if required)

• If you will have employees, register for New Jersey employer withholding and unemployment taxes through the New Jersey Department of Labor and Workforce Development.

• If you will solicit charitable contributions in New Jersey, check registration requirements with the New Jersey Division of Consumer Affairs (Charitable Registration and Investigation Section). Many charities must register prior to solicitation.

8. Open a bank account

• Open a bank account in the nonprofit’s name using the certified Certificate of Incorporation, EIN, and a copy of the bylaws and board resolution authorizing the account.

9. Prepare financial records and accounting system

• Establish accounting procedures, chart of accounts, and bookkeeping processes.

• Determine fiscal year (calendar year or fiscal year) and budget.

• Adopt a conflict-of-interest policy (required by the IRS for 501(c)(3) applications).

10. Apply for federal tax-exempt status (IRS)

• Determine which IRS form to file: Form 1023-EZ (streamlined) or Form 1023 (long form) for 501(c)(3) organizations; other sections (e.g., 501(c)(4)) use different processes.

• Evaluate eligibility for Form 1023-EZ (gross receipts and asset-size limits, and other criteria). If eligible, file Form 1023-EZ online through the IRS site; otherwise prepare and file Form 1023 with required attachments:

  • Certified copy of Certificate of Incorporation

  • Bylaws

  • Financial statements or projected budgets

  • Statement of activities and narrative description of past, present, and planned activities

  • Conflict-of-interest policy

  • Information about compensation, fundraising, and relationships with other organizations

• Pay the required user fee (varies by form and IRS schedule).

• Expect a review period; the IRS may request additional information.

11. Apply for New Jersey state tax exemptions

• After obtaining federal tax-exempt status (or sometimes concurrently), apply for New Jersey sales and use tax exemption and corporation business tax exemptions if applicable. Documentation required typically includes a copy of the IRS determination letter.

• For property tax exemptions, consult local municipal procedures.