New Jersey Certificate of Authority / Foreign (Out-Of-State) Corporations



No foreign (out-of-state) corporation has the right to transact business in New Jersey until
it has procured a certificate of authority to do so from the Division of Commercial Recording.
N.J.S.A. 14A:13-3 (profit), N.J.S.A. 15A:13-3 (non-profit).

A foreign corporation must determine whether its activities in New Jersey obligate the
corporate to qualify in New Jersey. Without excluding other activities which may not constitute
transacting business in New Jersey, a foreign corporation may not be considered to be
transacting business in New Jersey, by reason of carrying on any one or more of the following
activities:

-- Maintaining, defending or otherwise participating in any action or proceeding,
   whether judicial, administrative, arbitrative or otherwise, or effecting the
   settlement thereof or the settlement of claims or disputes
-- Holding meetings of its directors or shareholders
-- Maintaining bank accounts or borrowing money, with or without security, even if
   such borrowings are repeated and continuous transactions and even if such
   security has a situs in New Jersey
-- Maintaining offices or agencies for the transfer, exchange and registration of its
   securities, or appointing and maintaining trustees or depositaries with relation to
   its securities

If a corporation is obligated to qualify in New Jersey, the corporation must file an
application for certificate of authority to conduct business/activities in New Jersey. N.J.S.A.
14A:13-4 (profit); N.J.S.A. 15A:13-4 (non-profit).
Application for Certificate of Authority. An application for certificate of authority
must be executed on behalf of the corporation, setting forth:

-- The name of the corporation and the jurisdiction of its incorporation
-- The date of incorporation and the period of duration of the corporation
-- The address of the main business or headquarters office of the corporation
-- The address of the registered office of the corporation in New Jersey, and the
   name of its registered agent in New Jersey at such address, together with a
   statement that the registered agent is an agent of the corporation upon whom
   process against the corporation may be served
-- The character of the business the corporation is to transact in New jersey, together
   with a statement that it is authorized to transact such business in the jurisdiction of
   its incorporation

A certificate of good standing from the corporationís state of incorporation not greater
than 30 days old must be attached to the application.

The executed original application and the certificate of good standing from the
corporationís state of incorporation must be attached to the application filed with the Division of
Revenue and Commercial Recording Bureau, USD125.00 filing fee.