New Jersey


No foreign corporation shall have the right to transact business in New Jersey until it procures a certificate of authority from the Secretary of State. A foreign corporation shall not be considered to be transacting business in New Jersey, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities:

(a) 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;
(b) holding meetings of its directors or shareholders;
(c) 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;
(d) 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.

A foreign limited liability company shall not conduct business in New Jersey without obtaining a certificate of authority. The following activities do not constitute transacting business in New Jersey:

(1) maintaining, defending, or settling an action or proceeding;
(2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the company’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions; and
(10) transacting business in interstate commerce.

Wayfair Nexus

A remote seller who lacks a physical presence in New Jersey and who operates a website or other digital medium or media to execute sales to purchasers of property subject to sales or use taxes in this state, or who uses a multivendor marketplace platform that acts as an intermediary by facilitating sales between a seller and the purchaser of property subject to sales or use taxes in this state, shall be deemed to be engaged in business in this state if:

(a)Such retailer made total retail sales of property in this state that exceeded one hundred thousand dollars ($100,000) in the previous or current calendar year; or
(b) Such retailer made retail sales in this state in two hundred (200) or more separate transactions in the previous or current calendar year.


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