S Corporation Election

You will have to attest to meeting one of the 4 criteria set forth under NJSA 14A:13-3 to continue with the S-Corp filing as a foreign entity without forming/authorizing in New Jersey.

NJSA 14A:13-3

1. No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State (Note: By Executive reorganization, the State Treasurer is the State's filing officer). A foreign corporation may be authorized to do in this State any business which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to do such business in the jurisdiction of its incorporation, but no other business.
2. Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities
   1. maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;
   2. holding meetings of its directors or shareholders;
   3. maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State;
   4. maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.

Do you meet the criteria of NJSA 14A:13-3? *

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