Every New Jersey corporation acquires a taxable status beginning either on the date of its incorporation, or on the first day of the month following its incorporation if so stated in its Certificate of Incorporation. Every corporation which incorporates, qualifies or otherwise acquires a taxable status in New Jersey must file a Corporation Business Tax return, Form CBT-100. A tax return must be filed for each fiscal year, or part thereof, beginning on the date the corporation acquired a taxable status in New Jersey regardless of whether it had any assets or conducted any business activities. There is also a separate annual report requirement for all corporations.
In general, corporations required to file the CBT-100 include:
- Every corporation existing under the laws of the State of New Jersey; and
Every foreign corporation which either:
- holds a general Certificate of Authority to do business in New Jersey issued by the New Jersey Division of Revenue;
- holds a certificate, license or other authorization issued by any other New Jersey department or agency authorizing the corporation to engage in activity in New Jersey;
- does business in New Jersey;
- employs or owns capital in New Jersey;
- employs or owns property in New Jersey; or
- maintains an office in New Jersey.
A corporation may also elect to register as a New Jersey S Corporation. The form used for this purpose is the New Jersey S Corporation Election, Form CBT-2553. The filing due date for Form CBT-2553 is one month later than the time to file a Federal election. (For more detailed information on S Corporations, see the publication S Corporation Questions and Answers.)
For the S election to be valid, every shareholder of the corporation must consent to the election and other requirements of the State. The corporation will be notified within 30 days after filing Form CBT-2553 whether or not the election is accepted.
Once an election is made and accepted, a corporation remains a New Jersey S corporation as long as it is a Federal S corporation. To revoke an election, a letter of revocation must be filed. The letter must be signed by all shareholders holding more than 50% of the outstanding shares of stock on the day of the revocation and a copy of the original election form must be enclosed. The filing deadline for a letter of revocation is on or before the last day of the first tax year of the election.
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