How to Amend Certificate of Incorporation in New Jersey (2025)

Amending the Certificate of Incorporation in New Jersey is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the New Jersey Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend New Jersey Certificate of Incorporation in easy steps. It will be helpful for you if you read the article till the end.

What is the New Jersey Certificate of Incorporation?

The New Jersey Certificate of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in New Jersey. It is similar to the Certificate of Formation you file while creating an LLC in New Jersey. If you already own a corporation in New Jersey, you must know what the Certificate of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Certificate of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Certificate of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, New Jersey Registered Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check.

Like forming an LLC, for the corporation, it takes some time to form your business in New Jersey after filing the documents. You can expedite the filing process by paying additional money over the filing fees.

It is good to make changes in your Certificate of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.
– LLCBuddy Editorial Team

How to Amend the New Jersey Certificate of Incorporation

There are three main steps to file your amendment to the New Jersey Certificate of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information,

Step 1: Determine What Changes You Need in New Jersey Corporation

Updating your Certificate of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Certificate of Incorporation reflects the current status of a corporation in New Jersey. The key elements of your updated Certificate of Incorporation may include the advantages of being a Registered Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Certificate of Incorporation

The subsequent step involves reviewing the changes. The New Jersey Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the New Jersey corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the New Jersey Corporate Amendment form.

What Can Be Changed in Certificate of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in New Jersey. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Certificate of Incorporation.

What Can not Be Changed in New Jersey Corporate Amendment?

If you started a corporation in New Jersey, you must initially have appointed a Registered Agent. You cannot change the initial registered agent in the Certificate of Incorporation Corporate Amendment. You can change it using other methods and forms available in the New Jersey SOS.

Another point is the initial mailing address of your corporation cannot be changed in the New Jersey Corporate Amendment. In this case, you can change it through other methods requiring different forms.

The third point is the initial directors who formed the corporation in New Jersey. The details of the initial directors cannot be changed in the New Jersey Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the New Jersey Corporate Amendment

Finally, file the New Jersey Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the New Jersey Corporate Amendment.

Online Filing: Amendment of Incorporation Online
Offline Filing: Amendment of Incorporation PDF Form
Amendment Fees: $78 for online filing and $75 for offline filing. For the expedited filing, an additional $15 is required. For the filing using Fax, an additional $1 is charged per faxed page.

If you are in New Jersey and have formed an LLC, you must file the Certificate of Amendment in New Jersey with the SOS if you make any changes to the limited liability company.

Why Amend Certificate of Incorporation in New Jersey?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

Change of New Jersey Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form.

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in New Jersey

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the New Jersey Certificate of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company.

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the New Jersey Certificate of Incorporation.

FAQs

How do I amend my New Jersey Certificate of Incorporation?

To amend your New Jersey Certificate of Incorporation, you must file a Certificate of Amendment with the New Jersey Division of Revenue.

What information do I need to include in the Certificate of Amendment?

The Certificate of Amendment must include the name of the corporation, the date the original Certificate of Incorporation was filed, the specific amendments being made, and the effective date of the amendments.

How much does it cost to file a Certificate of Amendment in New Jersey?

The filing fee for a Certificate of Amendment in New Jersey is $125.

How long does it take to process a Certificate of Amendment in New Jersey?

The processing time for a Certificate of Amendment in New Jersey can vary, but it typically takes around 2-3 weeks.

Can I make amendments to my New Jersey Certificate of Incorporation without filing a Certificate of Amendment?

No, any amendments to the New Jersey Certificate of Incorporation must be filed with the Division of Revenue using a Certificate of Amendment.

Can I change the name of my corporation with a Certificate of Amendment in New Jersey?

Yes, you can change the name of your corporation using a Certificate of Amendment in New Jersey.

Do I need to provide a reason for amending my New Jersey Certificate of Incorporation?

No, you do not need to provide a reason for amending your New Jersey Certificate of Incorporation.

Can I amend multiple provisions of my Certificate of Incorporation with one Certificate of Amendment in New Jersey?

Yes, you can make multiple amendments to your Certificate of Incorporation with one Certificate of Amendment in New Jersey.

Do I need to notify shareholders or members of the corporation about the amendments to the Certificate of Incorporation in New Jersey?

It is not required to notify shareholders or members of the corporation about amendments to the Certificate of Incorporation in New Jersey.

Can I file a Certificate of Amendment online in New Jersey?

No, the Certificate of Amendment must be filed by mail or in person with the New Jersey Division of Revenue.

What information is required on the Amended Certificate of Incorporation in New Jersey?

The Amended Certificate of Incorporation in New Jersey must include the name of the corporation, the changes being made, and the date of the amendment.

Can I make multiple changes in one amendment to my New Jersey Certificate of Incorporation?

Yes, you can make multiple changes in one amendment to your New Jersey Certificate of Incorporation as long as they are all within the scope of the original Certificate of Incorporation.

How much does it cost to file an amendment to a Certificate of Incorporation in New Jersey?

The filing fee for an amendment to a Certificate of Incorporation in New Jersey is $100.

Do I need to obtain shareholder approval to amend a New Jersey Certificate of Incorporation?

In most cases, yes, you will need to obtain shareholder approval to amend a New Jersey Certificate of Incorporation.

How long does it take to process an amendment to a Certificate of Incorporation in New Jersey?

It can take up to 10 business days for the state to process an amendment to a Certificate of Incorporation in New Jersey.

Can I expedite the processing of an amendment to a Certificate of Incorporation in New Jersey?

Yes, you can expedite the processing of an amendment to a Certificate of Incorporation in New Jersey for an additional fee.

Can I change the name of my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the name of your corporation in an amendment to your New Jersey Certificate of Incorporation.

Do I need to file any additional documents along with the Amended Certificate of Incorporation in New Jersey?

No, you do not need to file any additional documents along with the Amended Certificate of Incorporation in New Jersey.

Can I add additional shares to my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can add additional shares to your corporation in an amendment to your New Jersey Certificate of Incorporation.

Do I need to notify the IRS of an amendment to my New Jersey Certificate of Incorporation?

No, you do not need to notify the IRS of an amendment to your New Jersey Certificate of Incorporation.

Can I remove officers or directors from my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can remove officers or directors from your corporation in an amendment to your New Jersey Certificate of Incorporation.

Can I change the registered agent of my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the registered agent of your corporation in an amendment to your New Jersey Certificate of Incorporation.

Can I change the purpose of my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the purpose of your corporation in an amendment to your New Jersey Certificate of Incorporation.

Can I change the duration of my corporation in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the duration of your corporation in an amendment to your New Jersey Certificate of Incorporation.

What happens if my Amended Certificate of Incorporation is rejected in New Jersey?

If your Amended Certificate of Incorporation is rejected in New Jersey, you will need to make the necessary changes and resubmit the paperwork.

Do I need an attorney to help me with amending my New Jersey Certificate of Incorporation?

While it is not required to have an attorney help you with amending your New Jersey Certificate of Incorporation, it may be helpful to ensure the paperwork is completed accurately.

Can I amend the bylaws of my corporation in an amendment to my New Jersey Certificate of Incorporation?

No, the bylaws of a corporation are typically separate from the Certificate of Incorporation and would need to be amended separately.

Can I designate a new principal place of business in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can designate a new principal place of business in an amendment to your New Jersey Certificate of Incorporation.

Can I change the number of directors on my board in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the number of directors on your board in an amendment to your New Jersey Certificate of Incorporation.

Can I change the registered office address in an amendment to my New Jersey Certificate of Incorporation?

Yes, you can change the registered office address in an amendment to your New Jersey Certificate of Incorporation.

In Conclusion

Amending the New Jersey Certificate of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in New Jersey might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with New Jersey SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.