N.J. Stat. tit. 15A, ch. 4

in effect

N.J. Stat. § 15A:4-1 Registered office and registered agent

a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office. b. The registered office may be, but need not be, the same as a place where the corporation which it serves conducts activities. c. The registered agent may be a natural person of the age of 18 years or more, or a domestic corporate entity or a foreign corporate entity authorized to conduct activities or transact business in this State, whether or not the agent corporation is organized for purposes for which a corporation may be organized under this title. d. The designation of a resident office in this State and of a resident agent in charge thereof by any corporation as in force on the effective date of this act, shall be deemed to be the registered office or registered agent, respectively, with like effect as if made hereunder until changed pursuant to this act. L.1983, c. 127, s. 15A:4-1, eff. Oct. 1, 1983.

N.J. Stat. § 15A:4-2 Function of registered agent and office; service of process, notice or demand

a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be served and who shall deliver to the corporation all process, notices or demands received by the agent as agent for the corporation. b. Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to conduct activities in this State, its officers or trustees, the notice or demand may be sent by mail or otherwise, as the law may require, to the registered office of the corporation in this State, and the notice given or demand made shall be sufficient notice or demand. c. The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon the corporation, its officers or trustees. d. Whenever the law of this State requires that any certificate, report or statement made, published, filed or recorded by any corporation, domestic or foreign, state the residence address of any incorporator, trustee or officer, there must be furnished in the document the residence address of that person or other address, other than a postal designation, where the person regularly receives mail and which is not the address of the corporation. L.1983, c. 127, s. 15A:4-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:4-3 Change of registered office or registered agent

15A:4-3. Change of Registered Office or Registered Agent. a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be. b. The corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth: (1) The name of the corporation; (2) If the registered agent is not being changed, the name of the registered agent; (3) If the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent; (4) If the registered office is not being changed, the address of the then registered office; (5) If the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office; (6) That the address of its registered office and the address of its registered agent will be identical after the change; and (7) That the change in registered office, or registered agent, or both, is made pursuant to resolution of the board. c. The registered agent of one or more domestic or foreign corporations may change the registered office of the corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by the agent and setting forth: (1) The names of all the corporations whose registered offices are being changed and for which it is the registered agent, listed in alphabetical order; (2) The address of the registered office of each corporation immediately prior to the change, and the address of the new registered office; (3) That the address of the registered office of each corporation and the address of its registered agent will be identical after the change; and (4) A statement that at least 20 days' prior notice of the change has been given to each corporation in writing. The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. d. (Deleted by amendment, P.L.1997, c.138). L.1983, c.127, s.15A:4-3, eff. Oct. 1, 1983; amended 1997, c.138, s.1.

N.J. Stat. § 15A:4-4 Resignation of registered agent

a. The registered agent of a domestic corporation or a foreign corporation authorized to conduct activities in this State may resign by complying with the provisions of this section. b. The registered agent shall serve a notice of resignation by certified mail, return receipt requested, upon the president, or any vice-president, or the secretary or treasurer of the corporation at the address last known to the agent, and shall make an affidavit of the service. If service cannot be made, the affidavit shall so state, and shall state briefly why the service cannot be made. The affidavit, together with a copy of the notice of resignation, shall be filed in the office of the Secretary of State. c. The resignation shall become effective upon the expiration of 30 days after the filing in the office of the Secretary of State of the affidavit under this section or upon the designation by the corporation of a new registered agent pursuant to this act, whichever is earlier. If the corporation fails to designate a new registered agent within the 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State. L.1983, c. 127, s. 15A:4-4, eff. Oct. 1, 1983.

N.J. Stat. § 15A:4-5 Annual report to State Treasurer.

15A:4-5. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the corporation, setting forth: (1) the name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation; (2) the address, including the actual location as well as postal designation, if different, of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, and, if a foreign corporation, the address of its main or headquarters office; and (3) the names and addresses of the trustees and the officers of the corporation, which addresses shall be either the residence address of that person or other address where that person regularly receives mail and which is not the address of the corporation. b. The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to that date. The corporation shall file the report within 30 days before or within 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated. c. If the report is not filed for two consecutive years, the certificate of incorporation of the corporation or the certificate of authority of a foreign corporation shall, after written demand for the reports by the State Treasurer by certified mail addressed to the corporation at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. No corporation shall be subject to the revocation of its certificate of incorporation or its certificate of authority if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the State Treasurer of: the fee then payable upon the filing of the certificate of incorporation; a current annual report fee; and payment of a reinstatement filing assessment as set forth in N.J.S. 15A:15-1. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an alternate name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements. d. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an alphabetical index thereof. The reports and index shall be open to public inspection at proper hours. e. The State Treasurer shall allow any annual report that is designated to be filed while Executive Order 103 of 2020 remains in effect, or up to 180 days after its conclusion, to be filed up to 180 days after the conclusion of that executive order, without requiring the corporation to pay any penalty or additional fee other than the annual filing fee. The State Treasurer shall not require any corporation to pay its filing fee in advance of the date the annual report is filed pursuant to this subsection. amended 1997, c.138, s.2; 2019, c.149, s.4; 2021, c.381, s.2.|

N.J. Stat. § 15A:4-6 Certain veterans' organizations exempt from annual report filing fee.

1. A veterans' organization which organizes as a corporation under the "New Jersey Nonprofit Corporation Act," N.J.S.15A:1-1 et seq., shall be exempt from paying the annual report filing fee required pursuant to subsection f. of N.J.S.15A:15-1, when filing the annual report required pursuant to N.J.S.15A:4-5. As used in this section, "veterans' organization" means the American Legion, Veterans of Foreign Wars, or other veterans' organizations chartered under federal law, or any service foundation of such an organization recognized in its bylaws. L.2016, c.39, s.1.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026