Reduces business formation fees, the official text

ASSEMBLY, No. 5325

STATE OF NEW JERSEY

222nd LEGISLATURE

INTRODUCED JUNE 23, 2026

Sponsored by:

Assemblyman  ROY FREIMAN

District 16 (Hunterdon, Mercer, Middlesex and Somerset)

Senator  JOHN J. BURZICHELLI

District 3 (Cumberland, Gloucester and Salem)

Senator  CARMEN F. AMATO, JR.

District 9 (Ocean)

Co-Sponsored by:

Assemblyman Spearman, Assemblywoman Swain and Assemblyman
Tully, Senators Tiver, Turner, and Singleton

SYNOPSIS

Reduces business formation fees.

CURRENT VERSION OF TEXT

As introduced.

An Act concerning business formation fees and amending
various parts of the statutory law.

Be It
Enacted by the Senate and General Assembly of
the State of New Jersey:

1.    N.J.S.14A:15-2 is
amended to read as follows:

14A:15-2.  On filing any
certificate or other papers relative to corporations in the Department of the
Treasury, there shall be paid to the State Treasurer, filing fees as follows:

(1)  Certificate of
incorporation and amendments thereto:

(a)   for filing the original
certificate of incorporation...... [$125.00] $100.00

(b)  for filing a certificate
of amendment of the certificate of incorporation, including any number of
amendments...... $75.00

(c)   for filing a certificate
of abandonment of one or more amendments of the certificate of
incorporation...... $75.00

(d)  for filing a certificate
of merger or a certificate of consolidation...... $75.00

(e)   for filing a certificate
of abandonment of a merger or consolidation...... $75.00

(2)  Restated certificate of
incorporation:

for filing a restated
certificate of incorporation, including any amendments of the certificate of
incorporation concurrently adopted...... $75.00

(3)  Dissolution of
corporation:

(a)   for filing a certificate
of dissolution...... $75.00

(b)  for filing a certificate
of revocation of dissolution proceedings...... $75.00

(4)  Admission and withdrawal
of foreign corporation:

(a)   for filing an
application for a certificate of authority to transact business in this State
and issuing a certificate of authority...... [$125.00] $100.00

(b)  for filing an application
for an amended certificate of authority to transact business in this State and
issuing an amended certificate of authority...... $75.00

(c)   for filing an
application for withdrawal from this State and issuing a certificate of
withdrawal...... $75.00

(d)  for filing a certificate
of change of post-office address to which process may be mailed by the State
Treasurer...... $25.00

(e)   for filing a
certificate, order or decree with respect to the dissolution of a foreign
corporation, the termination of its existence, or the cancellation of its
authority, and issuing a certificate of withdrawal...... $75.00

(5)  Registered office and
registered agent:

(a)   for filing a certificate
of change of address of registered office, or change of registered agent, or
both...... $25.00

(b)  (i)  for filing a
certificate of change of address of registered agent, where such certificate
effects a change in the address of the registered office of one to 499
corporations or of 500 or more corporations in cases where the filing
information is not transmitted to the State Treasurer in a machine readable
format agreeable to the Division of Revenue and Enterprise Services, for each
corporation named in the certificate...... $25.00

(ii)  for filing a certificate
of change of address of registered agent, where such certificate effects a
change in the address of the registered office of 500 or more corporations in
cases where the filing information is transmitted to the State Treasurer in a
machine readable format agreeable to the Division of Revenue and Enterprise
Services...... $5,000.00

(iii) In addition to the fee
imposed pursuant to subparagraph (ii) of this paragraph, the State Treasurer
may assess an additional fee not to exceed those administrative costs
associated with the technical transmission of the filing information.

(c)   for filing an affidavit
of resignation of a registered agent...... $25.00

(6)  Annual report:

for each such report required to be
filed...... $75.00

(7)  Tax clearance certificate
from the Director of the Division of Taxation: for each such certificate
required to be filed...... $20.00

(8)  for filing a certificate
of conversion……………………$75.00

(cf: P.L.2023, c.38, s.4)

2.    N.J.S.15A:15-1 is
amended to read as follows:

15A:15-1. Filing Fees of the
State Treasurer. On filing any certificate or other papers relative to
corporations in the Department of the Treasury, there shall be paid to the
State Treasurer filing fees as follows:

a.    Certificate of
incorporation and amendments thereto:

(1)  for filing the original
certificate of incorporation......[$75.00] $50.00

(2)  for filing a certificate
of amendment of the certificate of incorporation including any number of
amendments...... $75.00

(3)  for filing a certificate
of abandonment of one or more amendments of the certificate of
incorporation...... $75.00

(4)  for filing a certificate
of merger or a certificate of consolidation...... $75.00

(5)  for filing a certificate
of abandonment of a merger or consolidation...... $75.00

b.    Restated certificate of
incorporation:

for filing a restated
certificate of incorporation including any amendments of the certificate of
incorporation concurrently adopted...... $75.00

c.    Dissolution of
corporation:

(1)  for filing a certificate
of dissolution...... $75.00

(2)  for filing a certificate
of revocation of dissolution proceedings...... $75.00

d.    Admission and withdrawal
of foreign corporation:

(1)  for filing an application
for a certificate of authority to conduct activities in this State and issuing
a certificate of           authority...... [$125.00] $100.00

(2)  for filing an application
for an amended certificate of authority to conduct activities in this State and
issuing an amended certificate of authority...... $75.00

(3)  for filing an application
for withdrawal from this State and issuing a certificate of withdrawal......
$75.00

(4)  for filing a certificate
of change of post office address to which process may be mailed by the State
Treasurer...... $25.00

(5)  for filing a certificate,
order or decree with respect to the dissolution of a foreign corporation, the
termination of its existence, or the cancellation of its authority, and issuing
a certificate of withdrawal...... $75.00

e.    Registered office and
registered agent:

(1)  for filing a certificate
of change of address of registered office, or change of registered agent or
both...... $25.00

(2)  for filing a certificate
of change of address of registered agent where such certificate effects a
change in the address of the registered office of one or more corporations, for
each corporation named in the certificate...... $25.00

(3)  for filing an affidavit
of resignation of a registered agent...... $25.00

f.     Annual report:

for each such report required
to be filed  ...... $30.00

g.    Reinstatement filing
assessment:

payment of a reinstatement
filing assessment...... $75.00.

(cf: P.L.2019, c.149, s.5)

3.    Section 11 of P.L.1987,
c.435 (C.22A:4-1a) is amended to read as follows:

11.  For services herein
enumerated the State Treasurer shall collect the following fees:

a.    For filing any original
business certificate for which no other fee is fixed by statute or regulation, [$125] $100.00.

For filing any change or
amendment to a previously filed document for which no other fee is fixed by
statute or regulation, $75.00.

For issuing any certificate or
filing any other document for which no other fee is fixed by statute or
regulation, $25.00, except that the provisions of this subsection shall not
apply to:

(1)  certificates of
appointments for gubernatorial appointees;

(2)  documents filed by public
bodies under the "Senator Byron M. Baer Open Public Meetings Act,"
P.L.1975, c.231 (C.10:4-6 et seq.);

(3)  financial disclosures
filed by State officials;

(4)  oaths of office;

(5)  resignation of office
holders;

(6)  documents filed by other
State government entities indexed in the department's miscellaneous file.

b.    For certification or
exemplification of any document on file, $25.00.

c.    For certification or
exemplification of any signature on file, including the issuance of a
certificate for proving a document outside the United States, also known as an
apostille, $25.00; except that in cases of adoption of a child, the fee for an
apostille shall be $5.00.

d.    For filing a certified
copy of an order of change of name, $50.00.

e.    For a paper copy of any
document on file, up to $0.10 per letter size page or smaller and up to $0.15
per legal size page or larger.  If a roll of microfilm images is requested, the
State Treasurer shall collect a fee of $1.00 for each image on the microfilm
roll.  If a microfiche copy of a microfiche is requested, $3.00.

f.     For filing a proof of
publication, $10.00.

(cf: P.L.2010, c.75, s.1)

4.    Section 65 of P.L.1983,
s.489 (C.42:2A-68) is amended to read as follows:

65.  Filing fees of the State
Treasurer. On filing any certificate or other papers relative to limited
partnerships in the Department of the Treasury, there shall be paid to the
State Treasurer, filing fees, in addition to any applicable recording fees:

a.    Filing an application to
reserve a specified limited partnership name and issuing a certificate of
reservation...... $50.00

If application is for the
first name available for limited partnership use among not more than three
specified names...... $50.00

b.    Filing a notice of
transfer of a reserved limited partnership name...... $50.00

c.    Filing original
certificate of limited partnership...... [$125.00] $100.00

d.    Filing a certificate of
amendment to the certificate of limited partnership, including any number of
amendments...... $75.00

e.    Filing certificate of
cancellation...... $75.00

f.     Filing order or
judgment amending certificate of limited partnership or cancellation......
$75.00

g.    Filing application by a
foreign limited partnership to transact business in this State and issuing a
certificate of authority...... [$125.00] $100.00

h.    Filing application by a
foreign limited partnership for amended certificate to transact business in
this State and issuing an amended certificate of authority...... $75.00

i.     Filing annual report
...... $75.00

j.     Filing a certificate or
registration of an alternate name...... $50.00

k.    Filing a renewal of
registration of alternate name...... $50.00

l.     Limited partnership
status reports--per name...... $5.00

m.   Filing a change of agent
or office, or both...... $25.00

n.    All other certificates
issued or papers filed but not otherwise provided for...... $125.00

o.    Issuing a standing
certificate...... $25.00

p.    Issuing a certificate or
providing name availability up to three names...... $25.00

q.    Filing a certificate of
correction...... $50.00

(cf: P.L.2019, c.149, s.7)

5.    Section 93 of P.L.2012,
c.50 (C.42:2C-93) is amended to read as follows:

93.  Fees.

a.    No document required to
be filed under this act shall be effective until the applicable fee required by
this section is paid. The following fees shall be paid to and collected by the
State Treasurer for the use of the State:

(1)  Upon the receipt for
filing of a certificate of registration of alternate name or a certificate of
renewal pursuant to section 9 of this act, a fee in the amount of $50.

(2)  Upon the receipt for
filing of an application for reservation of name, an application for renewal of
reservation or a notice of transfer or cancellation of reservation pursuant to
section 10 of this act, a fee in the amount of $50.

(3)  Upon the receipt for
filing of a statement under section 15 of this act, a fee in the amount of $25,
upon the receipt for filing of a statement under section 16 of this act, a fee
in the amount of $25 and a further fee of $10 for each limited liability company
affected by that statement.

(4)  Upon the receipt for
filing of a certificate of formation under section 18 of this act, a fee in the
amount of [$125] $100;
and upon receipt for filing, a certificate of correction under section 23 of
this act, a certificate of amendment or restatement under section 19 of this
act, a certificate of dissolution under section 49 of this act, or articles of
merger under section 76 of this act, a fee in the amount of $100.

(5)  Upon the filing of
articles of conversion under section 80 of this act, a fee in the amount of
$100.

(6)  Upon filing of an annual
report, a fee in the amount of $75.00.

(7)  Upon requesting a
reinstatement of a certificate of a limited liability company.

(8)  For certifying copies of
any paper on file as provided for by this act, a fee in the amount of $25 for
each copy certified.

(9)  The State Treasurer may
issue copies of instruments on file as well as other copies, and for all of
those copies, whether certified or not, a fee in the amount of $10 for the
first page and $2 per page thereafter shall be paid.

(10) Upon the receipt for
filing of an application for certificate of authority as a foreign limited
liability company under section 58 of this act [or] , a fee in the amount of
$100, and for a certificate of cancellation under section 64 of this act, a
fee in the amount of $125.

(11) For preclearance of any
document for filing, a fee in the amount of $100.

(12) For preparing and
providing a written report of a record search, a fee in the amount of $50.

(13) For issuing any
certificate of the State Treasurer, including but not limited to a certificate
of good standing, other than a certification of a copy under paragraph (8) of
this subsection, a fee in the amount of $50, except that for issuing any
certificate of the State Treasurer that recites all of a limited liability
company's filings with the State Treasurer, a fee of $100 shall be paid for
each such certificate.

(14) For receiving and filing
or indexing any certificate, affidavit, agreement or any other paper provided
for by this act, for which no different fee is specifically prescribed, a fee
in the amount of $75.

(15) The State Treasurer may
in his discretion charge a fee of $50 for each check received for payment of
any fee that is returned due to insufficient funds or the result of a stop
payment order.

b.    In addition to those
fees charged under subsection a. of this section, there shall be collected by
and paid to the State Treasurer the following:

(1)  for all services
described in subsection a. of this section that are requested to be completed
within the same day as the day of the request, an additional sum of up to $50;
and

(2)  for all services
described in subsection a. of this section that are requested to be completed
within a 24-hour period from the time of the request, an additional sum of up
to $25.

The State Treasurer shall
establish, and may from time to time amend, a schedule of specific fees payable
pursuant to this subsection.

c.    The State Treasurer may
in his discretion permit the extension of credit for the fees required by this
section upon such terms as he shall deem to be appropriate.

(cf: P.L.2019, c.149, s.13)

6.    This act shall take
effect on July 1, 2026.

STATEMENT

This bill reduces business
formation fees for certain recognized business structures in the State.
Specifically, the bill stipulates a $25 reduction in business formation fees.

The Governor’s Fiscal Year 2027
budget recommendations include the enactment of this bill.  The Department of
the Treasury estimates that this proposal will reduce revenues by $4.1 million.