N.J. Stat. tit. 54A, ch. 5

N.J. Stat. tit. 54A, ch. 5
in effect

N.J. Stat. § 54A:5-1 New Jersey gross income defined.

54A:5-1. New Jersey Gross Income Defined. New Jersey gross income shall consist of the following categories of income: a. Salaries, wages, tips, fees, commissions, bonuses, and other remuneration received for services rendered whether in cash or in property, and amounts paid or distributed, or deemed paid or distributed, out of a medical savings account that are not excluded from gross income pursuant to section 5 of P.L.1997, c.414 (C.54A:6-27). b. Net profits from business. The net income from the operation of a business, profession or other activity after provision for all costs and expenses incurred in the conduct thereof, determined either on a cash or accrual basis in accordance with the method of accounting allowed for federal income tax purposes but without deduction of the amount of: (1) taxes based on income; (2) a civil, civil administrative, or criminal penalty or fine, including a penalty or fine under an administrative consent order, assessed and collected for a violation of a State or federal environmental law, an administrative consent order, or an environmental ordinance or resolution of a local governmental entity, and any interest earned on the penalty or fine, and any economic benefits having accrued to the violator as a result of a violation, which benefits are assessed and recovered in a civil, civil administrative, or criminal action, or pursuant to an administrative consent order. The provisions of this paragraph shall not apply to a penalty or fine assessed or collected for a violation of a State or federal environmental law, or local environmental ordinance or resolution, if the penalty or fine was for a violation that resulted from fire, riot, sabotage, flood, storm event, natural cause, or other act of God beyond the reasonable control of the violator, or caused by an act or omission of a person who was outside the reasonable control of the violator; and (3) treble damages paid to the Department of Environmental Protection pursuant to subsection a. of section 7 of P.L.1976, c.141 (C.58:10-23.11f) for costs incurred by the department in removing, or arranging for the removal of, an unauthorized discharge upon the failure of the discharger to comply with a directive from the department to remove, or arrange for the removal of, a discharge. c. Net gains or income from disposition of property. Net gains or net income, less net losses, derived from the sale, exchange or other disposition of property, including real or personal, whether tangible or intangible as determined in accordance with the method of accounting allowed for federal income tax purposes. For the purpose of determining gain or loss, the basis of property shall be the adjusted basis used for federal income tax purposes, except as expressly provided for under this act, but without a deduction for penalties, fines, or economic benefits excepted pursuant to paragraph (2), or for treble damages excepted pursuant to paragraph (3) of subsection b. of this section. A taxpayer's net gain or loss on the sale, exchange or other disposition of a share of an S corporation shall be calculated by increasing the adjusted basis of the share by an amount equal to the shareholder's net losses and deductions in respect of the share allowed and deducted from income for federal income tax purposes, not including any personal net operating loss deductions, to the extent that such net losses were not offset by the taxpayer's pro rata share of S corporation income otherwise subject to taxation pursuant to subsection p. of this section in respect of another S corporation, subject to rules of priority and assignment determined by the director. For the tax year 1976, any taxpayer with a tax liability under this subsection, or under the "Tax on Capital Gains and Other Unearned Income Act," P.L.1975, c.172 (C.54:8B-1 et seq.), shall not be subject to payment of an amount greater than the amount he would have paid if either return had covered all capital transactions during the full tax year 1976; provided, however, that the rate which shall apply to any capital gain shall be that in effect on the date of the transaction. To the extent that any loss is used to offset any gain under P.L.1975, c.172, it shall not be used to offset any gain under the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq. The term "net gains or income" shall not include gains or income derived from obligations which are referred to in clause (1) or (2) of N.J.S.54A:6-14 of this act or from securities which evidence ownership in a qualified investment fund as defined in section 2 of P.L.1987, c.310 (C.54A:6-14.1). The term "net gains or income" shall not include gains or income derived from the sale or assignment of a tax credit transfer certificate pursuant to section 7 of P.L.2011, c.149 (C.34:1B-248) and section 10 of P.L.2014, c.63 (C.34:1B-251) from any sale or assignment of a tax credit issued pursuant to an award of tax credits approved by the New Jersey Economic Development Authority prior to July 1, 2018, regardless of when such sale or assignment occurs. The term "net gains or net income" shall not include gains or income from transactions to the extent to which nonrecognition is allowed for federal income tax purposes. The term "sale, exchange or other disposition" shall not include the exchange of stock or securities in a corporation a party to a reorganization in pursuance of a plan of reorganization, solely for stock or securities in such corporation or in another corporation a party to the reorganization and the transfer of property to a corporation by one or more persons solely in exchange for stock or securities in such corporation if immediately after the exchange such person or persons are in control of the corporation. For purposes of this clause, stock or securities issued for services shall not be considered as issued in return for property. For purposes of this clause, the term "reorganization" means-- (i) A statutory merger or consolidation; (ii) The acquisition by one corporation, in exchange solely for all or part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation) of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition); (iii) The acquisition by one corporation, in exchange solely for all or part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other, or the fact that property acquired is subject to a liability, shall be disregarded; (iv) A transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; (v) A recapitalization; (vi) A mere change in identity, form, or place of organization however effected; or (vii) The acquisition by one corporation, in exchange for stock of a corporation (referred to in this subclause as "controlling corporation") which is in control of the acquiring corporation, of substantially all of the properties of another corporation which in the transaction is merged into the acquiring corporation shall not disqualify a transaction under subclause (i) if such transaction would have qualified under subclause (i) if the merger had been into the controlling corporation, and no stock of the acquiring corporation is used in the transaction; (viii) A transaction otherwise qualifying under subclause (i) shall not be disqualified by reason of the fact that stock of a corporation (referred to in this subclause as the "controlling corporation") which before the merger was in control of the merged corporation is used in the transaction, if after the transaction, the corporation surviving the merger holds substantially all of its properties and of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction); and in the transaction, former shareholders of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, an amount of stock in the surviving corporation which constitutes control of such corporation. For purposes of this clause, the term "control" means the ownership of stock possessing at least 80% of the total combined voting power of all classes of stock entitled to vote and at least 80% of the total number of shares of all other classes of stock of the corporation. For purposes of this clause, the term "a party to a reorganization" includes a corporation resulting from a reorganization, and both corporations, in the case of a reorganization resulting from the acquisition by one corporation of stock or properties of another. In the case of a reorganization qualifying under subclause (i) by reason of subclause (vii) the term "a party to a reorganization" includes the controlling corporation referred to in such subclause (vii). Notwithstanding any provisions hereof, upon every such exchange or conversion, the taxpayer's basis for the stock or securities received shall be the same as the taxpayer's actual or attributed basis for the stock, securities or property surrendered in exchange therefor. d. Net gains or net income derived from or in the form of rents, royalties, patents, and copyrights. e. Interest, except interest referred to in clause (1) or (2) of N.J.S.54A:6-14, or distributions paid by a qualified investment fund as defined in section 2 of P.L.1987, c.310 (C.54A:6-14.1), to the extent provided in that section. f. Dividends. "Dividends" means any distribution in cash or property made by a corporation, association or business trust that is not an S corporation, (1) out of accumulated earnings and profits, or (2) out of earnings and profits of the year in which such dividend is paid and any distribution in cash or property made by an S corporation, as specifically determined pursuant to section 16 of P.L.1993, c.173 (C.54A:5-14). The term "dividends" shall not include distributions paid by a qualified investment fund as defined in section 2 of P.L.1987, c.310 (C.54A:6-14.1), to the extent provided in that section. g. Gambling winnings. h. Net gains or income derived through estates or trusts. i. Income in respect of a decedent. j. Amounts distributed or withdrawn from an employee trust attributable to contributions to the trust which were excluded from gross income under the provisions of chapter 6 of Title 54A of the New Jersey Statutes, amounts rolled over from an IRA, as defined pursuant to subsection (a) of section 408 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.408, that is not a Roth IRA, as defined pursuant to subsection b. of section 2 of P.L.1998,c.57 (C.54A:6-28) to an IRA that is a Roth IRA, and pensions and annuities except to the extent of exclusions in N.J.S.54A:6-10 hereunder, notwithstanding the provisions of N.J.S.18A:66-51, P.L.1973, c.140, s.41 (C.43:6A-41), P.L.1954, c.84, s.53 (C.43:15A-53), P.L.1944, c.255, s.17 (C.43:16A-17), P.L.1965, c.89, s.45 (C.53:5A-45), R.S.43:10-14, P.L.1943, c.160, s.22 (C.43:10-18.22), P.L.1948, c.310, s.22 (C.43:10-18.71), P.L.1954, c.218, s.32 (C.43:13-22.34), P.L.1964, c.275, s.11 (C.43:13-22.60), R.S.43:10-57, P.L.1938, c.330, s.13 (C.43:10-105), R.S.43:13-44, and P.L.1943, c.189, s.5 (C.43:13-37.5). k. Distributive share of partnership income, excluding the gain or income derived from the sale or assignment of a tax credit transfer certificate pursuant to section 7 of P.L.2011, c.149 (C.34:1B-248) and section 10 of P.L.2014, c.63 (C.34:1B-251) from any sale or assignment of a tax credit issued pursuant to an award of tax credits approved by the New Jersey Economic Development Authority prior to July 1, 2018, regardless of when such sale or assignment occurs. l. Amounts received as prizes and awards, except as provided in N.J.S.54A:6-8 and N.J.S.54A:6-11 hereunder. m. Rental value of a residence furnished by an employer or a rental allowance paid by an employer to provide a home. n. Alimony and separate maintenance payments to the extent that such payments are required to be made under a decree of divorce or separate maintenance but not including payments for support of minor children. o. Income, gain or profit derived from acts or omissions defined as crimes or offenses under the laws of this State or any other jurisdiction. p. Net pro rata share of S corporation income, excluding the gain or income derived from the sale or assignment of a tax credit transfer certificate pursuant to section 7 of P.L.2011, c.149 (C.34:1B-248) and section 10 P.L.2014, c.63 (C.34:1B-251) from any sale or assignment of a tax credit issued pursuant to an award of tax credits approved by the New Jersey Economic Development Authority prior to July 1, 2018, regardless of when such sale or assignment occurs. amended 1977, c.40, s.1; 1977, c.273, s.1; 1981, c.423, s.1; 1983, c.571, s.1; 1987, c.76, s.56; 1987, c.310, s.1; 1990, c.79, s.1; 1993, c.173, s.9; 1997, c.414, s.4; 1998, c.57, s.1. 2017, c.313, s.5; 2018, c.48, s.26; 2018, c.131, s.8.

N.J. Stat. § 54A:5-1.1 Certain IRA roll over amounts protected for 4 years.

3. Notwithstanding the provisions of N.J.S.54A:5-1 or any other law to the contrary, in the case of a distribution before January 1, 1999, any amount required to be included in gross income by reason of the amendments to subsection j. of N.J.S.54A:5-1 enacted pursuant to section 1 of P.L.1998, c.57 shall be so included ratably over the 4-taxable year period beginning with the taxable year in which the payment or distribution is made. L.1998,c.57,s.3.

N.J. Stat. § 54A:5-1.2 Determination of category of income net of expenses or depreciation, certain; timing.

26. a. For taxable years beginning on or after January 1, 2004, notwithstanding the provisions of N.J.S.54A:5-1, if any, or any other law to the contrary, for the purposes of determining the amount of a category of income pursuant to N.J.S.54A:5-1 that is net of expenses: (1) notwithstanding the provisions of subsection (k) of section 168 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.168, subsection (b) of section 1400L of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1400L, or any other federal law, for property placed in service on or after January 1, 2004, the depreciation deduction otherwise allowed pursuant to section 167 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.167, shall be determined pursuant to the provisions of the federal Internal Revenue Code of 1986 (26 U.S.C. s.1 et seq.) in effect on December 31, 2001; and (2) notwithstanding the provisions of section 179 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.179, for property placed in service on or after January 1, 2004, the costs that a taxpayer may otherwise elect to treat as an expense which is not chargeable to a capital account shall be determined pursuant to the provisions of the federal Internal Revenue Code of 1986 (26 U.S.C. s.1 et seq.) in effect on December 31, 2002. b. The director shall prescribe the rules and regulations necessary to carry out the provisions of this section, including, among others, those for determining the adjusted basis of the acquired property for the purposes of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq. L.2004,c.65,s.26.

N.J. Stat. § 54A:5-1.2a Taxpayer, depreciation, eligible property expenditures, New Jersey Gross Income Tax Act; rules, regulations.

2. a. Notwithstanding section 26 of P.L.2004, c.65 (C.54A:5-1.2), for purposes of calculating the depreciation deduction allowed under the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., a taxpayer shall be allowed to depreciate a percentage of eligible property expenditures, as that percentage is determined and computed pursuant to subsection b. of this section, over a 10-year period. b. For purposes of calculating the percentage of eligible property expenditures depreciated by a taxpayer pursuant to subsection a. of this section, the taxpayer shall apply the following formula: 2 x (the number of affordable housing units in the development / the total number of housing units in the development). c. The Director of the Division of Taxation in the Department of the Treasury shall prescribe the rules and regulations necessary to carry out the provisions of this section. d. As used in this section: "Affordable housing" means housing occupied or restricted to occupancy by households with income no greater than 80 percent of the regional median income, including, but not limited to, housing that is deed restricted as affordable pursuant to the "Fair Housing Act," P.L.1985, c.222 (C.52:27D-301 et al.). "Affordable housing development" means a development: for which construction commences on or after the effective date of P.L.2024, c.1 (C.54:10A-4.17 et al.); for which taxes are not abated or exempted pursuant to the terms of a financial agreement under the "Long Term Tax Exemption Law," P.L.1991, c.431 (C.40A:20-1 et seq.) or does not receive an affordable housing subsidy for the construction of low- and moderate-income housing; and that includes one or more units of housing, at least 20 percent of which qualify as affordable housing. "Affordable housing subsidy" means any financing that is intended to support the development of affordable housing and is provided by the Department of Community Affairs, the New Jersey Housing and Mortgage Finance Agency, or a municipal affordable housing trust fund, except that the term shall not include any rebates or incentives that are intended to promote energy efficiency standards. "Eligible property expenditures" means capital expenditures incurred by the taxpayer in connection with the construction of a new affordable housing development owned by the taxpayer. L.2024, c.1, s.2.

N.J. Stat. § 54A:5-2 Losses

Losses which occur within one category of gross income may be applied against other sources of gross income within the same category of gross income during the taxable year. However, a net loss in one category of gross income may not be applied against gross income in another category of gross income. L.1976, c. 47, s. 54A:5-2, eff. July 8, 1976, operative Aug. 30, 1976.

N.J. Stat. § 54A:5-3 Taxability of estates, trusts and their beneficiaries

The income of a beneficiary of an estate or trust in respect of such estate or trust shall consist of that part of the income or gains received by the estate or trust for its taxable year ending within or with the beneficiary's taxable year which, under the governing instrument and applicable State law, is required to be distributed currently or is in fact paid or credited to said beneficiary. The income or gains of the estate or trust, if any, taxable to such estate or trust shall consist of the income or gains received by it which has not been distributed or credited to its beneficiaries. Where an estate or trust has paid a tax under this act upon income distributed or to be distributed to a beneficiary, such beneficiary may exclude such income from his gross income in the year paid or credited to him. L.1976, c. 47, s. 54A:5-3, eff. July 8, 1976, operative Aug. 30, 1976.

N.J. Stat. § 54A:5-4 Taxability of partners

54A:5-4. a. Except as provided in subsections b. and c. of this section, a partnership or association as such shall not be subject to the tax imposed by this act, but the income or gain of a partner or member of a partnership or association shall be subject to the tax and the tax shall be imposed on the partner's or member's share, whether or not distributed, of the income or gain received by the partnership or association for its taxable year ending within or with the partner's or member's taxable year. b. A partnership shall report and make payment of any New Jersey gross income tax liability that results from the federal partnership audit adjustments in accordance with subsection d. of section 8 of P.L.2022,c.133 (C.54:50-47). c. Failure of the partnership, partner, indirect partner, tiered partner, or member to report or pay federal adjustments that result from the federal partnership audit adjustments shall not prevent the director from assessing a partnership, partner, indirect partner, tiered partner, or member for taxes they owe, using the best information available, if the partnership, partner, indirect partner, tiered partner, or member fails to timely make any report or payment required by this section for any reason. L.1976, c. 47, s. 54A:5-4, eff. July 8, 1976, operative Aug. 30, 1976; amended 2022, c.133, s.2.

N.J. Stat. § 54A:5-6 Husband and wife

(a) Separate return. If the income of husband or wife who are both nonresidents of this State and are subject to tax under this act is determined on a separately filed return, their incomes from sources within this State shall be separately determined. (b) One spouse a nonresident. If either husband or wife is a nonresident and the other a resident, separate taxes shall be determined on their separate incomes on such forms as the director shall prescribe, unless both elect to determine their joint income as if both were residents in which event their tax liabilities shall be joint and several. (c) The filing requirements for nonresidents shall be governed by the provisions of section 54A:8-3.1 except with respect to the conditions set forth in subsection (b) of this section. L.1976, c. 47, s. 54A:5-6, eff. July 8, 1976, operative Aug. 30, 1976.

N.J. Stat. § 54A:5-7 Allocations of income of nonresidents

54A:5-7. Allocations of income of nonresidents. Where a nonresident taxpayer earns, receives or acquires income from sources partly within and partly without this State or engages in a business, trade, profession or occupation partly within and partly without this State, and, as a result thereof or for other reasons that portion of the income from sources within this State cannot readily or accurately be ascertained, the director may by regulation prescribe uniform rules for apportionment or allocation of so much of such taxpayer's income as fairly and equitably represents income, derived from sources within this State and subject to tax under this act. L.1976, c.47, s. 54A:5-7; amended 1993,c.178,s.2.

N.J. Stat. § 54A:5-8 Income from sources within State for nonresident.

54A:5-8. a. Income from sources within this State for a nonresident individual, estate or trust means the income from the categories of gross income enumerated and classified under chapter 5 of this act to the extent that it is earned, received or acquired from sources within this State: (1) By reason of ownership or disposition of any interest in real or tangible personal property in this State; or (2) In connection with a trade, profession, occupation carried on in this State or for the rendition of personal services performed in this State; or (3) As a distributive share of the income of an unincorporated business, profession, enterprise, undertaking or other activity as the result of work done, services rendered or other business activities conducted in this State except as allocated to another state pursuant to regulations promulgated by the director under this act; or (4) From intangible personal property employed in a trade, profession, occupation or business carried on in this State; or (5) As a result of any lottery or wagering transaction in this State other than that excluded from taxation pursuant to N.J.S.54A:6-11; or (6) As S corporation income allocated to this State of a New Jersey S corporation. b. Income from sources within this State for a nonresident individual shall not include income from pensions and annuities as set forth in subsection j. of N.J.S.54A:5-1. c. For purposes of paragraphs (2) through (4) of subsection a. of this section, a nonresident taxpayer shall not be deemed to be carrying on a trade, profession, occupation, business, enterprise, undertaking or other activity in this State, or to be rendering personal services in this State, solely as a result of the purchase, holding and sale of intangible personal property by the trade, profession, occupation, business, enterprise or undertaking, to the extent that (1) the activities related to the intangible personal property are for the account of the trade, profession, occupation, business, enterprise, or undertaking and (2) the trade, profession, occupation, business, enterprise, or undertaking does not hold the intangible personal property for sale to customers. For the purposes of this subsection: "intangible personal property" includes, but is not limited to, "commodities", as defined in paragraph (2) of subsection (e), and "securities," as defined in paragraph (2) of subsection (c), of section 475 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.475; and "purchase, holding and sale of intangible personal property" includes activities incidental thereto giving rise to income, including commitment fees, breakup fees, income from securities lending, and any other incidental activities as prescribed or authorized by the director. The director shall adopt such regulations as the director deems necessary to accomplish the purposes of this section. d. (1) The provisions of subsection c. of this section shall not apply to income from investment management services provided to a partnership, S corporation, or other entity. (2) As used in this subsection: "Investment management services" means providing a substantial quantity of any of the following services to a partnership, S corporation, or other entity as a partner thereto: (a) advising as to the advisability of investing in, purchasing, or selling a specified asset; (b) managing, acquiring, or disposing of a specified asset; (c) arranging financing with respect to acquiring specified assets; or (d) any activity in support of the services described in subparagraphs (a) through (c) of this paragraph. A partner shall not be deemed to be providing investment management services under this section if the partnership interest is held directly or indirectly by a corporation, or any capital interest in the partnership, which provides the taxpayer with a right to share in partnership capital commensurate with the amount of capital contributed, determined at the time of receipt of such partnership interest, or the value of partnership interest subject to tax under section 83 of the Internal Revenue Code (26 U.S.C. s.83), upon the receipt or vesting of such interest. "Specified asset" means certain securities, real estate held for rental or investment, interests in partnerships, commodities, or options or derivatives contracts, except if at least 80 percent of the average fair market value of the specified assets of the partnership, S corporation, or other entity during the taxable year consists of real estate. (3) This subsection shall remain inoperative until enactment into law by the states of Connecticut, New York, and Massachusetts of legislation having an identical effect with this subsection, sections 7 and 9 of P.L.2018, c.45 (C.54A:5-16 and C.54:10A-6.4), and subsection (D) of section 6 of P.L.1945, c.162 (C.54:10A-6), as shall be determined by the Director of the Division of Taxation in the Department of the Treasury. e. For an individual who is a nonresident of this State and who has income from employee compensation from a New Jersey employer for the performance of personal services performed outside of New Jersey that were not required by the employer to be performed outside of New Jersey, and whose state of residence imposes an income or wage tax that requires employee compensation to be sourced to an employer's location if the nonresident renders the personal services from an out-of-state location for the convenience of the nonresident employee and not due to the necessity of the employer, this State shall impose a similar New Jersey sourcing rule on that income of the nonresident. f. Notwithstanding the provisions of the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), to the contrary, the Director of the Division of Taxation in the Department of the Treasury may adopt, immediately upon filing with the Office of Administrative Law, regulations that the director deems necessary to implement the provisions of this section, which regulations shall be effective for a period not to exceed 180 from the date of filing. The director shall thereafter amend, adopt, or readopt the regulations in accordance with the requirements of P.L.1968, c.410 (C.52:14B-1 et seq.). amended 1989, c.219, s.2; 1993, c.143; 1993, c.173, s.10; 1998, c.106, s.14; 2018, c.45, s.6; 2023, c.125, s.2.

N.J. Stat. § 54A:5-9 S corporation tax exemption.

11. Except as otherwise provided by P.L.2019, c.320 (C.54A:12-1 et al.), an S corporation as such shall not be subject to the tax imposed by the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., but the S corporation income, dividends, and gain of a shareholder of an S corporation shall be subject to the tax, and the tax shall be imposed on the shareholder's pro rata share, whether or not distributed, of the S corporation income for its taxable year ending within or with the shareholder's taxable year. L.1993, c.173, s.11; amended 2019, c.320, s.9.

N.J. Stat. § 54A:5-10 Definitions

12. For the purposes of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq.: "New Jersey S corporation" means a corporation that has made a valid election to be an S corporation for federal tax purposes for the taxable year, and that has not made a valid election pursuant to subsection d. of section 20 of P.L.2022, c.133 (C.54:10A-5.22). "Pro rata share" means the portion of any items attributable to an S corporation shareholder for a taxable year determined in the manner provided in, and subject to any election made under subsection (a) of section 1377 or subsection (e) of section 1362 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1377 and s.1362. "Pro rata share of S corporation income" means the sum of the shareholder's proportionate share of: For a New Jersey S corporation, the S corporation income allocated to this State of all New Jersey S corporations; and the S corporation income not allocated to this State. "S corporation" means a corporation that has elected to be an "S corporation" pursuant to section 1361 of the federal Internal Revenue Code, 26 U.S.C. s.1361, for the taxable year. "S corporation income" means the net of an S corporation's items of income, loss or deduction taken into account by the shareholder in the manner provided in section 1366 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1366; provided however that: a. S corporation income shall be determined without the exclusion, deduction or credit of: (1) any dividend exclusion or deduction otherwise allowed pursuant to paragraph 5 of subsection (k) of section 4 of P.L.1945, c.162 (C.54:10A-4); (2) taxes paid or accrued to the United States, a possession or territory of the United States, a state including this State, a political subdivision thereof, or the District of Columbia on or measured by profits or income, or business presence or business activity, of the corporation; (3) any income taxes paid or accrued to the United States, a possession or territory of the United States, a state including this State, a political subdivision thereof, or the District of Columbia paid or accrued by the S corporation on behalf of, or in satisfaction of the liabilities of, shareholders of the corporation; (4) interest income on obligations of any state other than this State, or of a political subdivision thereof, or of the federal government, except as deducted pursuant to subsection b. of this section; or (5) interest on indebtedness incurred or continued, expenses paid and incurred to purchase, carry, manage or conserve, and expenses of collection of the income or gain from obligations the income or gain from which is deductible pursuant to subsection b. of this definition; and b. S corporation income shall be determined after deduction of: (1) any gains or income derived from obligations which are referred to in N.J.S.54A:6-14 or from securities which evidence ownership in a qualified investment fund as defined in section 2 of P.L.1987, c.310 (C.54A:6-14.1), and any interest excluded from gross income pursuant to N.J.S.54A:6-14, or distributions excluded from income pursuant to section 2 of P.L.1987, c.310 (C.54A:6-14.1); and (2) (a) in the case of a taxpayer that is a cannabis licensee, an amount equal to any expenditure that is eligible to be claimed as a federal income tax deduction but is disallowed because cannabis is a controlled substance under federal law; (b) for purposes of this paragraph, "licensee" means the same as that term is defined in section 3 of P.L.2021, c.16 (C.24:6I-33); and c. The character of any S corporation item taken into account by a shareholder of an S corporation shall be determined as if such items were received or incurred by the S corporation and not its shareholder. "S corporation income allocated to this State" means that portion of the S corporation income that is allocated to this State by the allocation factor of the corporation for the fiscal or calendar accounting period pursuant to sections 6 through 10 of P.L.1945, c.162 (C.54:10A-6 through 54:10A-10), reduced by any tax imposed pursuant to paragraph (3) of subsection (c) of section 5 of P.L.1945, c.162 (C. 54:10A-5). "S corporation income not allocated to this State" means S corporation income less S corporation income allocated to this State. L.1993,c.173,s.12; amended 2022, c.133, s.22; 2023, c.50, s.2.

N.J. Stat. § 54A:5-11 Initial basis of shareholder of S corporation stock

13. a. A resident shareholder of S corporation stock held by the shareholder on the first day of the first taxable year following enactment of this section shall have an initial basis in the stock of that S corporation and any indebtedness of the S corporation equal to the basis of the stock determined as though the stock was stock of a corporation not an S corporation plus any indebtedness of the S corporation to the shareholder and shall be determined as of the first day of the first taxable year following enactment of this section. b. A resident shareholder of S corporation stock to which subsection a. of this section does not apply shall have an initial basis in the stock of the S corporation and any indebtedness of the S corporation as determined pursuant to the federal Internal Revenue Code of 1986, determined as of the date that is the latest to occur of: the date on which the shareholder last became a resident of this State; the date on which the shareholder acquired the stock of the corporation; or the effective date of the corporation's most recent S election under the federal Internal Revenue Code of 1986. c. The initial basis of a resident shareholder in the stock and indebtedness of an S corporation shall be adjusted after the date specified in subsections a. or b. of this section in the manner required by section 1011 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1011, except that such adjustments shall be limited to that portion of S corporation income allocated to this State and S corporation income not allocated to this State that is included in the shareholder's pro rata share of S corporation income and except that, with respect to any taxable period during which the shareholder is a resident of this State: (1) any modification made pursuant to the definition of S corporation income pursuant to section 12 of P.L.1993, c.173 (C.54A:5-10) other than those for income exempt from taxation by this State pursuant to paragraph (5) of subsection a. and subsection b. of that definition shall be taken into account; and (2) any adjustments made pursuant to section 1367 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1367, for a taxable period during which this State did not measure the income of a shareholder of an S corporation by reference to the S corporation's income shall not be taken into account. d. A nonresident shareholder of S corporation stock shall have an initial basis in the stock of the S corporation and any indebtedness of the S corporation of zero as of the date that is the latest to occur of: the date on which the shareholder last became a nonresident of this State; the date on which the shareholder acquired the stock of the corporation; or the effective date of the corporation's most recent S election under the federal Internal Revenue Code of 1986. e. The initial basis of a nonresident shareholder in the stock and indebtedness of an S corporation shall be adjusted after the date specified in subsection d. of this section as provided in section 1367 of the of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1367, except that such adjustments shall be limited to that portion of S corporation income allocated to this State that is included in the shareholder's pro rata share of S corporation income. In computing S corporation income allocated to this State any modification made pursuant to the definition of S corporation income pursuant to section 12 of P.L.1993, c.173 (C.54A:5-10) for income exempt from taxation by this State pursuant to paragraph (5) of subsection a. and subsection b. of that definition shall not be taken into account. f. The basis in the hands of a resident shareholder of an S corporation in stock of the S corporation shall be reduced by the amount of any cash distribution which is not taxable to the shareholder as a result of the application of section 16 of P.L.1993, c.173 (C.54A:5-14). g. For purposes of this section, any person acquiring stock or indebtedness of an S corporation by gift shall be considered to have acquired the stock or indebtedness at the time the donor acquired the stock or indebtedness. L.1993,c.173,s.13; amended 2022, c.133, s.23.

N.J. Stat. § 54A:5-12 Limits on shareholder's losses

14. a. The aggregate amount of losses or deductions of an S corporation taken into account by a shareholder of the S corporation for a taxable period pursuant to section 11 of P.L.1993, c.173 (C.54A:5-9), shall not exceed the shareholder's combined adjusted basis, determined in accordance with section 13 of P.L.1993, c.173 (C.54A:5-11), in the stock of the S corporation and any indebtedness of the S corporation to the shareholder. b. Any loss or deduction of an S corporation which is disallowed for a taxable period pursuant to subsection a. of this section shall not be treated as incurred by the corporation in any succeeding taxable period with respect to that shareholder. L.1993,c.173,s.14.

N.J. Stat. § 54A:5-13 Shareholder's share of S corporation income prorated for periods of residence

15. For purposes of this act, if a shareholder of an S corporation is both a resident and a nonresident of this State during any taxable year, the shareholder's pro rata share of the S corporation income allocated to this State and S corporation income not allocated to this State for the taxable period shall be further prorated between the shareholder's periods of residence and nonresidence during the taxable period, in accordance with the number of days in each period. L.1993,c.173,s.15.

N.J. Stat. § 54A:5-14 Distributions made by S corporation, treatment

16. a. Subject to subsection c. of this section, a distribution made by an S corporation with respect to its stock to a resident shareholder shall be taken into account by the shareholder for purposes of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., to the extent that the distribution is treated as a dividend or as gain from the sale or exchange of property in the manner provided by section 1368 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1368. b. Subject to subsection c. of this section, a distribution of money made by a corporation with respect to its stock to a resident shareholder during a post-termination transition period shall not be taken into account by the shareholder for purposes of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., to the extent the distribution is applied against and reduces the adjusted basis of the stock of the shareholder in the manner provided by section 1371(e) of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1371. c. In applying sections 1368 and 1371(e) of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1368 and 1371, to any distribution referred to in subsection a. or b. of this section: (1) the term "adjusted basis of the stock" means the shareholder's adjusted basis in the stock of the S corporation, as determined under section 13 of P.L.1993, c.173 (C.54A:5-11); and (2) the term "accumulated adjustments account" means an amount that is equal to, and adjusted in the same manner as, the S corporation's accumulated adjustments account defined in section 1368(e)(1)(A) of the federal Internal Revenue Code of 1986, 26 U.S.C. s.1368, except that any modifications required to be made pursuant to the definition of S corporation income shall be taken into account. L.1993,c.173,s.16.

N.J. Stat. § 54A:5-15 Determination of amount of category of income, certain disallowances.

2. Notwithstanding the provisions of N.J.S.54A:5-1, if any, or any other law to the contrary, for the purposes of determining the amount of a category of income pursuant to N.J.S.54A:5-1 that is net of expenses, no amounts shall be taken as a deduction pursuant to section 199 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.199, and the deduction of any amounts pursuant to section 199 of the federal Internal Revenue Code of 1986, 26 U.S.C. s.199 shall be disallowed except that this disallowance shall not apply to amounts deducted pursuant to section 199 of the federal Internal Revenue Code of 1986 that are exclusively based upon domestic production gross receipts of the taxpayer or allocable to the taxpayer under that section which are derived only from any lease, rental, license, sale, exchange, or other disposition of qualifying production property which the taxpayer shall demonstrate to the satisfaction of the director was manufactured or produced by the taxpayer in whole or in significant part within the United States but not qualified production property that was grown or extracted by the taxpayer. "Manufactured or produced" as used in this paragraph shall be limited to performance of an operation or series of operations the object of which is to place items of tangible personal property in a form, composition, or character different from that in which they were acquired. The change in form, composition, or character shall be a substantial change, and result in a transformation of property into a different or substantially more usable product. For tax years beginning after December 31, 2017, notwithstanding the provisions of N.J.S.54A:5-1 or any other law to the contrary, for the purposes of determining the amount of a category of income pursuant to N.J.S.54A:5-1 that is net of expenses, no amounts shall be taken as a deduction pursuant to section 199A of the federal Internal Revenue Code (26 U.S.C. s.199A). L.2005, c.127, s.2; amended 2018, c.48, s.27.

N.J. Stat. § 54A:5-16 Definitions.

7. a. As used in this section: "Investment management services" means providing a substantial quantity of any of the following services to a partnership, S corporation, or other entity as a partner thereto: (1) advising as to the advisability of investing in, purchasing, or selling a specified asset; (2) managing, acquiring, or disposing of a specified asset; (3) arranging financing with respect to acquiring specified assets; or (4) any activity in support of the services described in paragraphs (1) through (3) of this subsection. A partner shall not be deemed to be providing investment management services under this section if the partnership interest is held directly or indirectly by a corporation, or any capital interest in the partnership, which provides the taxpayer with a right to share in partnership capital commensurate with the amount of capital contributed, determined at the time of receipt of such partnership interest, or the value of partnership interest subject to tax under section 83 of the Internal Revenue Code (26 U.S.C. s.83), upon the receipt or vesting of such interest. "Specified asset" means certain securities, real estate held for rental or investment, interests in partnerships, commodities, or options or derivatives contracts, except if at least 80 percent of the average fair market value of the specified assets of the partnership, S corporation, or other entity during the taxable year consists of real estate. b. Notwithstanding the provisions of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., to the contrary, in addition to the tax imposed on the income of a non-resident taxpayer pursuant to N.J.S.54A:5-8, there shall be imposed an additional surtax of 17 percent on income from investment management services received during the taxpayer's taxable year. c. Notwithstanding the provisions of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., to the contrary, in addition to the tax imposed on the income of a resident taxpayer from the categories of gross income enumerated and classified in N.J.S.54A:5-1 et seq., there shall be imposed an additional surtax of 17 percent on income received during the taxpayer's taxable year from investment management services provided to a partnership, S corporation, or other entity. d. This section shall remain inoperative until enactment into law by the states of Connecticut, New York, and Massachusetts of legislation having an identical effect with this section, subsection d. of N.J.S.54A:5-8, subsection (D) of section 6 of P.L.1945, c.162 (C.54:10A-6), and section 9 of P.L.2018, c.45 (C.54:10A-6.4), as shall be determined by the Director of the Division of Taxation in the Department of the Treasury. L.2018, c.45, s.7.

N.J. Stat. § 54A:5-17 Cannabis licensees, gross income.

3. a. For cannabis licensees, New Jersey gross income under subsections b. and k. of N.J.S.54A:5-1 shall be determined without regard to section 280E of the Internal Revenue Code (26 U.S.C. s.280E). b. For purposes of this section, "licensee" means the same as that term is defined in section 3 of P.L.2021, c.16 (C.24:6I-33). L.2023, c.50, s.3.

N.J. Stat. § 54A:5-18 Regulations.

4. Notwithstanding the provisions of the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), to the contrary, the director may adopt, immediately, upon filing with the Office of Administrative Law, regulations that the director deems necessary to implement the provisions of P.L.2023, c.50 (C.54A:5-17 et al.), which regulations shall be effective for a period not to exceed 360 days from the date of the filing. The director may thereafter amend, adopt, or readopt the regulations in accordance with the requirements of P.L.1968, c.410 (C.52:14B-1 et seq.). L.2023, c.50, s.4.

N.J. Stat. § 54A:5-19 Income sourced, Corporation Business Tax Act, New Jersey Gross Income Tax Act, business conducted partly within, without State.

13. a. For the purposes of the "New Jersey Gross Income Tax Act," N.J.S.54A:1-1 et seq., for taxable years beginning on and after January 1, 2023, notwithstanding any provision in N.J.S.54A:1-1 et seq. or the Corporation Business Tax Act (1945), P.L.1945, c.162 (C.54:10A-1 et seq.) to the contrary, a taxpayer that is subject to the provisions of N.J.S.54A:1-1 et seq. and engages in a trade or business, regardless of business form, or is a partner in a partnership or shareholder of an S corporation, which trade, business, partnership, or S corporation conducts business operations partly within and partly without this State and, as a result thereof or for other reasons that portion of the income from sources within the State cannot readily or accurately be ascertained, the income from the trade, business, partnership, or S corporation shall be sourced in a manner consistent with the provisions of sections 6 through 10 of the Corporation Business Tax Act (1945), P.L.1945, c.162 (C.54:10A-6 through C.54:10A-10). Income that is representative of the taxpayer's salary, wages, tips, fees, commissions, bonuses, and other remuneration shall be sourced pursuant to the provisions of N.J.S.54A:1-1 et seq. b. The director shall promulgate rules and regulations necessary to carry out the provisions of this section. L.2023, c.96, s.13.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026

Starting a business in New Jersey? New Jersey LLC guide: costs and requirements