Form a New Jersey Benefit Corporation

Go to the Division of Revenue and Enterprise Services — Business Formation search tool. Enter your desired benefit corporation name to check availability. The name must be distinguishable from other registered entities in New Jersey.

Most states require or permit corporate designators (such as "Corporation", "Incorporated", "Company", or abbreviations like "Corp.", "Inc.") and may permit B-corp specific designators (such as "Public Benefit Corporation", "PBC", or "BC").

Every benefit corporation in New Jersey is required to maintain a registered agent with a physical street address in the state (P.O. boxes are not allowed).

The agent must be available during regular business hours to receive service of process and official state mail. You can act as your own agent if you reside in the state, or hire a professional service.

Appoint the initial board of directors. Unlike standard C-Corps where directors' sole fiduciary duty is to maximize shareholder wealth, Benefit Corporation directors have a legal duty to balance shareholder financial interests with the designated public benefit(s) and environmental/social impact.

This legal mandate protects directors from shareholder lawsuits when they make decisions that favor social or environmental benefits over short-term profit.

To officially create your B-Corp, you must file the Articles/Certificate of Incorporation (Benefit Corporation) with the Division of Revenue and Enterprise Services — Business Formation. The state filing fee is $125.

CRITICAL: Your Articles must explicitly state that the corporation is a benefit corporation formed under state benefit statutes. In many states (such as Delaware), you must also identify one or more specific public benefits (e.g., educational, artistic, or environmental goals) in the charter itself.

Bylaws are the internal rules governing your corporation's operations (board meetings, stock issuance, voting, officer roles).

For a Benefit Corporation, bylaws should also outline how the board reviews progress toward its public benefits and details the preparation of the state-mandated Benefit Report.

An EIN is a federal tax ID issued by the IRS. You need it to open a business bank account, hire employees, issue shares, and file corporate taxes.

You can apply online for free on the IRS website, and the number is issued immediately upon completion.

Hold your first official board meeting to formalize corporate operations. During this meeting, the board should adopt the bylaws, adopt the public benefit goals, elect officers (President, Secretary, Treasurer), issue initial stock certificates to founders, and authorize opening a bank account.

You must record these actions in written board minutes and keep them in your corporate records book.

By default, your benefit corporation is taxed as a C-Corp (double taxation). If you meet eligibility requirements (under 100 U.S. shareholders, one class of stock), you can file IRS Form 2553 to elect S-Corp tax status.

This allows profits to pass through to your personal tax return, avoiding corporate-level taxation while preserving your benefit corporation legal status at the state level.

Most states require benefit corporations to compile an annual (or biennial) Benefit Report. This report assesses the corporation's promotion of its public benefits and overall social/environmental impact against a third-party standard (such as the B Lab Impact Assessment).

In most jurisdictions, this report must be sent to shareholders, posted on your public website, and in some states, filed with the Secretary of State along with a small filing fee.