Business Law FAQs

In New Jersey, you can choose from several types of business structures, each with its own legal and tax implications. The most common business structures are Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Company, Corporation, Professional Service Corporation, and a Nonprofit Corporation.

To register your business in New Jersey, you must file the appropriate formation documents with the New Jersey Division of Revenue and Enterprise Services. The specific documents required depend on your chosen business structure.

Whether you need a business license or permit to operate in New Jersey depends on the nature of your business, its location, and the specific activities you will be conducting. While New Jersey does not have a general business license requirement, many businesses may still require licenses or permits at the state, county, or local level.

An Employer Identification Number (EIN) is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business for tax purposes. To obtain an EIN for your business, you must determine eligibility, apply online through the IRS website, or mail or fax a completed SS-4, Application for Employer Identification Number,” to the IRS.

Businesses operating in New Jersey must comply with various federal, state, and local tax obligations. Some of the main taxes businesses in New Jersey may be subject to federal income tax, state income tax, sales and use tax, employer taxes, and local taxes.

To ensure compliance with all applicable tax obligations, consult with a tax professional or accountant familiar with New Jersey business taxes. They can help you understand your specific tax responsibilities and guide you through the filing and payment process.

A buy/sell agreement, also known as a buyout agreement or a business continuation agreement, is a legally binding contract between the owners of a business in New Jersey, as well as in other states. The agreement outlines the terms and conditions under which an owner’s interest in the business can be bought or sold, usually upon specific triggering events such as death, disability, retirement, or a dispute between the owners. The main purpose of a buy/sell agreement is to provide a smooth transition of ownership and minimize disruptions to the business during such events. It can also help establish a fair market value for the business and provide liquidity to the departing owner or their estate.

When forming a new corporation or other business entity in New Jersey, there are several legal documents and filings that must be completed. The specific paperwork may vary depending on the type of business entity being formed. Below is a general list of legal paperwork that corporations and businesses may need in New Jersey:

Formation documents: Certificate of Formation for LLCs, Certificate of Incorporation for corporations, and Partnership Agreement for partnerships (not mandatory but highly recommended).

Employer Identification Number (EIN): Obtain an EIN from the Internal Revenue Service (IRS) for tax purposes.

New Jersey Business Registration: Register your business with the New Jersey Division of Revenue and Enterprise Services.

Business permits and licenses: Depending on your industry and location, you may need to obtain various local, state, and federal permits and licenses to operate your business legally.

Operating Agreement (LLCs) or Bylaws (corporations): These documents outline the internal management structure, decision-making processes, and financial arrangements for the business.

Shareholder Agreement (for corporations): This agreement outlines the rights and obligations of shareholders and the procedures for transferring shares.

Employment Agreements: Draft contracts for employees and independent contractors that define the terms of employment, including job responsibilities, compensation, benefits, and termination conditions.

Non-Disclosure Agreements (NDAs) and Non-Compete Agreements: Protect your sensitive business information and prevent employees or contractors from engaging in competing businesses after leaving your company.

Lease Agreements: If your business rents commercial space, ensure you have a lease agreement outlining the terms and conditions of the occupancy.

Vendor and Supplier Contracts: Establish agreements with vendors or suppliers that outline the terms of the relationship, including pricing, delivery schedules, and dispute resolution procedures.

Service Agreements: If your business provides services, create agreements that define the scope of work, payment terms, and other conditions related to the services being provided.

Annual Reports: Corporations and LLCs in New Jersey are required to file an annual report with the New
Jersey Division of Revenue and Enterprise Services.

Tax filings: Ensure that your business complies with all applicable local, state, and federal tax requirements, including sales tax, payroll tax, and income tax.

This list provides a general overview of the legal paperwork that corporations and businesses in New Jersey may need. However, the specific requirements for your business may vary depending on your industry, location, and other factors. It is essential to consult with an attorney experienced in business law in New Jersey to ensure you are meeting all legal requirements for your business.

Hiring a lawyer for real estate matters in New Jersey can provide valuable legal guidance, protect your interests, and help you navigate the complex process of real estate transactions. While not always required, involving an experienced real estate attorney can be beneficial in several ways such as, legal expertise, contract review and drafting, title and property issues, due diligence, financing and closing, dispute resolution and litigation, and commercial real estate.

In New Jersey, as in other states, most businesses can benefit from having legal contracts in place. Legal contracts help to define the relationships, rights, and obligations between the parties involved, providing a framework for smooth business operations, and minimizing disputes. While some specific industries or businesses may have unique contract requirements, the following are some general types of legal contracts that many businesses can benefit from: partnership agreements, service agreements, vendor and supplier contracts, non-compete agreements, employment agreements, shareholder agreements, operating agreements, non-disclosure agreements, lease agreements, and purchase agreements.

While not every business will need all of these contracts, most businesses can benefit from having some form of legal contract in place to provide clarity and protection. It is essential to consult with an attorney
experienced in business law in New Jersey to ensure your contracts are properly drafted and meet the specific needs of your business.

Businesses in New Jersey must comply with various federal and state employment laws that regulate different aspects of the employer-employee relationship. Some key employment laws in New Jersey include wage and hour laws, anti-discrimination, family and medical leave, safe and healthy workplace, workers’ compensation, unemployment insurance, child labor laws, employee privacy rights, and whistleblower protection.

This is not an exhaustive list of employment laws in New Jersey, and additional laws and regulations may apply depending on the specific circumstances of your business. It is essential to consult with an employment law attorney or human resources professional to ensure compliance with all applicable laws and avoid potential fines, lawsuits, or other consequences.

In New Jersey, there is no legal requirement to have a written contract with employees or independent contractors. Many employment relationships are considered “at-will,” meaning either the employer or the employee can terminate the relationship at any time for any reason, as long as it is not illegal or discriminatory. However, having written contracts can be beneficial for both parties, as they help clarify expectations, roles, and responsibilities, and can provide legal protection in case of disputes.

For employees, a written employment agreement can outline the terms and conditions of employment, such as job responsibilities, work hours, salary or wage information, benefits, and grounds for termination. Including non-compete, non-disclosure, or non-solicitation clauses can help protect your business’s proprietary information and client relationships.

Although not legally required in New Jersey, a written contract for independent contractors is particularly important as it helps establish the nature of the relationship and can be used as evidence in case the IRS or the New Jersey Department of Labor and Workforce Development challenges the contractor’s classification. A comprehensive independent contractor agreement should include details such as the scope of work, project deadlines, payment terms, intellectual property rights, and clauses specifying that the contractor is not an employee and is responsible for their taxes and insurance.

Protecting your business’s intellectual property (IP) is crucial to maintaining its competitive advantage and fostering innovation. Consider registering trademarks, copyrights, or patents with the appropriate federal agencies. You can also implement non-disclosure agreements (NDAs) or employee and contractor agreements for employees, contractors, and business partners to ensure the confidentiality of your trade secrets.

We recommend always seeking legal advice from an attorney to develop a comprehensive IP protection strategy tailored to your business’s unique needs and ensure compliance with all applicable laws and regulations. By taking these steps, you can protect your business’s intellectual property in New Jersey and maintain its competitive edge in the market.

If your business becomes involved in a legal dispute in New Jersey, consider taking the following steps to protect your interests and seek resolution: consult with an attorney, gather all relevant documentation, preserve evidence, maintain confidentiality, consider alternative dispute resolution (ADR), comply with legal obligations, remain professional, monitor the dispute’s impact, develop a strategy, and lastly, be prepared for litigation. By taking these steps, you can protect your business’s interests and work toward resolving the legal dispute in the most favorable manner possible. Remember that each situation is unique, and the advice of an experienced attorney is invaluable in navigating the complexities of business disputes.

The New Jersey Business Action Center, the New Jersey Division of Revenue and Enterprise Services, and the U.S. Small Business Administration are all excellent resources for information about business law in New Jersey. They can provide valuable guidance on starting, managing, and growing a business within the state. Additionally, consult with a business attorney for guidance specific to your situation.