How To File A New Jersey Corporation Amendment

Step-By-Step Guide To New Jersey Corporation Amendments

How to Amend a New Jersey Certificate of Incorporation

Your first step is to file a Certificate of Amendment with New Jersey’s Division of Revenue. Filing corporate amendments in New Jersey is complicated by the fact that you can submit several different forms to make changes to your New Jersey corporation. There are three different amendment forms for domestic corporations.

• C-102, Certificate of Amendment by Incorporator(s) is for profit and nonprofit corporations that have not yet held an organizational meeting of the first board of directors or trustees.
• C-102A, Certificate of Amendment by Shareholders(s) is for profit corporations.
• C-102B, Certificate of Amendment by Members or Trustees is for nonprofit corporations.

Another option is to file one of the forms included in the New Jersey Business Registration Packet. These forms are also available on the Division of Revenue website (see link below). The Business Entity Amendment Filing form (page 39) can be used to change numbered articles in the original certificate of any entity.

Note: You are not required to use the official New Jersey Division of Revenue forms to amend your certificate of incorporation. You can write your own. However, we can’t recommend using your own form because if your hand-crafted form doesn’t include all the required information, it will be rejected. Why waste time?

Can you re-state the initial certificate instead of filing an amendment?

Yes. Instead of filing an amendment, you can “restate” your initial NJ Certificate of Incorporation. To do this you’ll file C-100A, Restated Certificate of Incorporation. There are two pages required to restate the certificate. Make sure you submit both pages to the NJ Division of Revenue. Online filings cost $78, while paper filings (mail, in person, or fax) are $75.

Can you change the New Jersey corporation officers or directors on an amendment?

Yes, but you can also update or change your officer and director information on your New Jersey Annual Report.

Can you change your New Jersey registered agent on the amendment?

Yes. You can change the corporation’s registered agent when you file an amendment. You can also change the New Jersey registered agent when you file your corporation’s New Jersey Annual Report.

Can you change the principal office address or the mailing address on your amendment?

Yes! A domestic New Jersey corporation can change its principal office or mailing address either via an amendment or on the annual report. However, a foreign New Jersey corporation (a corporation that does business in New Jersey but wasn’t formed there) can only update its address on the New Jersey Annual Report.

How do I file my New Jersey Certificate of Amendment?

You can file your New Jersey amendment paperwork online, in person, by mail, or by fax.

Mail:
New Jersey Department of the Treasury
Division of Revenue and Enterprise Services
Corporate Filing Unit
PO Box 308
Trenton, NJ 08646-0308

In person:
New Jersey Department of the Treasury
Division of Revenue and Enterprise Services
33 W. State Street
5th Floor
Trenton, NJ 08608-1001

Fax:
(609) 984-6851

Note: Mail or in person filings must submit an original and duplicate (two copies in total) of the amendment form. Faxed filings are only required to submit the original form. All paper filings (mail, in person, or fax) must include a cover letter that includes:

• Name of person or business submitting the amendment
• Payment method:
  • Credit card, number, cardholder name, billing address,
  • Division of Revenue depository account number
  • Check (payable to the Treasurer, State of New Jersey)
  • Include a return address for mailed documents, or
  • If you delivered documents by express or courier and you want them returned that way, include completed documentation

  How much does a New Jersey corporation amendment cost?

  Online filings cost $78 (regular $75 filing fee + $3 processing fee). At Northwest, we file your amendment online.

  If you want to save the $3, you can file by mail, in person, or by fax. If you file in person, there is an additional $15 fee for expedited service.

  If you fax the certificate of amendment, you pay the filing fee, an expedite fee ($15), and a $1 per page fax back fee for returning filed documents. Same-day processing of faxed documents is $50.

  How long does it take the state to process a New Jersey corporation amendment?

  Online amendment filings are usually processed in 2-3 days. Mailed filings can take up to 10 business days (add extra time for mailing). Include a self addressed stamped envelope to minimize processing time.

  Fax and in person filings are processed in 8 1/2 business hours, but carry an additional $15 fee. You can also pay $50 for same-day service if you’re in a hurry.

  How will the New Jersey corporation amendment be returned?

  Online filers will receive an email notifying them that their amendment has been accepted.

  Mailed documents are mailed to the registered office address. If you request that documents be mailed to a different address, (on a self addressed envelope or cover letter) the Division of Revenue will send documents to that address.

  If you select expedited processing, you can include instructions as to how you would like the filing returned to you. You may choose to have expedited documents picked up by a courier or express mail service if you include a package and air bill.

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