New Jersey Articles of Incorporation

LINE BY LINE REQUIREMENTS FOR New Jersey Public Records FILING

New Jersey Articles of Incorporation

Item 1 Business Name - Enter a name followed by an acceptable designator
indicating the type of business entity--for example: Inc.,
Corp., Corporation, Ltd., Co., or Company for a corporation;
Limited Liability Company or L.L.C. for a Limited Liability
Company; Limited Partnership or L.P. for a Limited Partnership;
Limited Liability Partnership or L.L.P. for a Limited Liability
Partnership.

Note: The Division of Revenue will add an appropriate designator
if none is provided.
Remember that the name must be distinguishable from other
names on the Stateís data base. The Division of Revenue will
check the proposed name for availability as part of the filing review
process. If desired, you can reserve/register a name prior to submitting
your filing by obtaining a reservation/registration.

Item 2 Type of Business Entity - Enter the two or three letter code that
corresponds with the type of business you are forming/registering:

Item 3 Business Purpose - Provide a brief description of the business
purpose for the public record. If the business is a domestic forprofit
corporation, you may leave this field blank and thereby rely
on the general purpose clause provided in N.J.S.A. 14A: The purpose
for which this corporation is organized is(are) to engage in
any activity within the purposes for which corporations may be
organized under N.J.S.A. 14A:1-1 et seq.

Item 4 Stock - Domestic for-profit corporations only, list total shares.

Item 5 Duration - List the duration of the entity. If the duration is indefinite
or perpetual, leave the field blank.

Item 6 State of Formation/Incorporation- Foreign entities only, list home
state.

Item 7 Date of Formation/Incorporation - Foreign entities only, list the
date of incorporation/formation in home state.

Item 8 Contact Information - Provide the following information:
a) Registered Agent - Enter one agent only. The agent may be
an individual or a corporation duly registered, and in good
standing with the State Treasurer.
b) Registered Office -Provide a New Jersey street address. A P O
Box may be used only if the street address is listed as well.
c) Main Business Address - List the main business address.

Item 9 Management - For profit and professional corporations list initial
Board of Directors, minimum of 1; domestic non-profits list Board
of Trustees, minimum of 3; limited partnerships list all General
Partners.

Item 10 Incorporators - Domestic profit, professional and non-profit corporations
only, list incorporators, minimum of 1.
Signature Requirements for Public Records Filing:
The incorporator(s) and only the incorporator(s) may sign domestic profit,
professional and non-profit corporate filings. Only the president, VP or Chief
Executive Officer may sign foreign corporate filings. ALL general partners
must sign limited partnership filings. A N Y authorized representative may
sign domestic or foreign limited liability company filings, while any authorized
partner may sign domestic or foreign limited liability partnership filings.

New Jersey Business Registration Form

NJ-REG-I INSTRUCTIONS (11-06) BUSINESS REGISTRATION FORM (NJ-REG)

Register a New Jersey Corporation

The NJ Division of Revenue adopted this registration procedure to assist you in becoming aware of and understanding all of the taxes and related liabilities to which a new business or applicant for a license may be subject. The procedure covers tax/employer registration for ALL types of businesses, and also covers the filing of NEW legal business entities such as domestic/foreign corporations or limited liability companies (Public Records Filing, page 23-24).
All businesses must complete the registration application (NJ-REG, pages 17-19) in order to receive the forms, returns, instructions, and other information
needed to comply with New Jersey laws. This applies to every individual, corporation, or other legal business entity, or unincorporated entity engaged in the
conduct or practice of any trade, business, profession, or occupation, whether full time or part time, within the State of New Jersey. Registration requirements also apply to name holder and dormant corporations, as well as to owners of tangible personal property used in business located in New Jersey or leased to another business entity in New Jersey. Nonprofit "501(c)(3)" or veterans' organizations that need sales tax exemption should complete an REG-1E
application; see "Item A" below for details. Persons commencing business or opening additional places of business must register at least 15 business days
prior to commencement or opening. There is no fee for filing NJ-REG; however, as outlined in the instructions, there are fees for filing new business entities.

To submit a Public Records Filing or combined Public Records Filing with NJ-REG, refer to page 21 (Items 2 a-c).
Mail the completed NJ-REG to: Overnight Delivery of NJ-REG to:

NEW JERSEY DIVISION OF REVENUE NEW JERSEY DIVISION OF REVENUE
PO BOX 252 33 WEST STATE ST, 5th FLOOR
TRENTON, NEW JERSEY 08646-0252 TRENTON, NJ 08608

IMPORTANT- READ THE FOLLOWING INSTRUCTIONS CAREFULLY BEFORE COMPLETING ANY FORMS. PRINT OR TYPE ALL
INFORMATION. PROVIDE A COMPLETE APPLICATION. FAILURE TO PROPERLY COMPLETE THE APPLICATION MAY DELAY
ISSUANCE OF YOUR CERTIFICATE OF AUTHORITY OR LICENSE.
incorporation, the fiscal month of the corporation and the NJ
corporation business number of the corporation. If this business is a
subsidiary of another corporation, check ìYESî and enter the name
and FEIN of the parent.

Item A Check the appropriate box to indicate reason for filing the
application. Nonprofits that are 501(c)(3), volunteer fire, veteransí or
PTO organizations and need sales tax exemption file Form REG-1E.
The REG-1E (including Q & Aís) is available through the Forms
Request System at 800-323-4400 or 609-826-4400 (choose option
4, then 9); or at www.state.nj.us/treasury/taxation/exemption.htm.
Item N Enter the four-digit Standard Industrial Code (SIC) if known.
Item O Enter the six-digit North American Industrial Classification System
Item B Enter the FEIN assigned to the employer or vendor by the Internal Code (NAICS) if known. (See Table C, page 14)
Revenue Service or if not required, enter the Social Security
Number assigned to the sole proprietor. Check the box if you have
applied for your FEIN.

Question 1:
Item P Enter the names of the owner, partners or responsible corporate
officer(s). Enter the social security number, title, and home
address for each person listed.

Question 2:
If you purchased or otherwise came into possession of 90% or more of the
assets of another business, check ìSubstantially all the assetsî. If you
purchased or otherwise received the right to continue to operate the entire
trade or business of another employer, check ìTrade or Businessî. If you
took over all the employees of an existing business, excluding corporate
officers if any, check ìEmployeesî.
(b) If 1(a) is ìYESî, enter the date you hired your 1st New Jersey
employee.

(a) Have you or will you be paying wages, salaries or commissions to
employees working in New Jersey within the next 6 months, check
ìYESî and enter the date of the first payment. This date must be
provided for Unemployment and Disability registration purposes. If ìNOî,
please be aware that if you begin paying wages you are required to
notify the Client Registration Bureau at (609)-292-9292.

(c) This date must be provided for Unemployment and Disability registration
purposes. Accumulate the gross periodic payrolls until they add up to a
total of $1,000. Enter that date on line 1c.

(d) If you will be paying wages, salaries or commissions to New Jersey
residents working outside New Jersey, check ìYESî.

(e) If you will be the payer of pensions and/or annuities to New Jersey
residents, check ìYESî and enter the date of the first payment.


(f) If you will be holding legalized games of chance in New Jersey (as
defined in Chapter 47 ìRules of Legalized Games of Chanceî) where
proceeds from any one prize exceed $1,000, check ìYESî and enter the
date of the first prize awarded. (NJ Lottery proceeds are not included.)


(g) A PEO (Employee Leasing Company) that registers with the NJ
Division of Revenue via NJ-REG is subject to an additional and
separate registration process with the NJ Department of Labor. To
obtain the special PEO registration forms and information, please visit
our website, www.state.nj.us/labor/ea/eaindex.html or call 609-633-
6400 x 2209.


Item C Enter the corporate name of the business being registered or the
name(s) of the owner(s) if an individual or partnership.

Item D Enter the Trade Name, if different from Item C.

Item E Enter the address of the physical location of the business, do not
use a PO Box address. Be sure to include the nine-digit zipcode.

Item F Enter the name and address to which all New Jersey tax returns
will be mailed. Be sure to include the nine-digit zip code. If you
wish different type tax returns to go to different addresses, please
attach a separate sheet and indicate the address to which each
tax return is to go.

Item G Enter the date which you started or assumed ownership of this
business in New Jersey. If your business has not yet started, enter
the date that you will commence doing business. If no business is
conducted in NJ, but, you are going to withhold NJ Gross Income
Tax for employees, enter the date withholding will begin. Use
todayís date if you only need a Business Registration Certificate.

Item H Check the appropriate box for your Type of Ownership. If you
check ìS Corporation,î complete the New Jersey S Corporation
Election form (CBT-2553) found in this booklet on page 41.

Item I Enter your New Jersey Business Code from Table A. If you are
engaged in more than one type of business, enter the code for the
predominant one. This section must be completed to avoid
delays in issuance of the Certificate of Authority or License.

Item J Enter your New Jersey County/Municipality Code from Table
B.This code reflects the County/Municipality in which your
business islocated.

Item K Enter the county where your business is located.

Item L If this business will be open all year, check NO. If this is a
seasonal business, check the ìYESî box and circle the months the
business will be OPEN.

Item M If the business is a corporation, enter the date and state of
incorporation, the fiscal month of the corporation and the NJ
corporation business number of the corporation. If this business is a
subsidiary of another corporation, check ìYESî and enter the name
and FEIN of the parent.


Item P Enter the names of the owner, partners or responsible corporate
officer(s). Enter the social security number, title, and home
address for each person listed.

Item N Enter the four-digit Standard Industrial Code (SIC) if known.

Item O Enter the six-digit North American Industrial Classification System
Code (NAICS) if known. (See Table C, page 14)
  	

New Jersey Business Forms for Commercial Recording

The business filing forms listed below may be filled-in while the form is displayed through the Adobe Acrobat Reader. You may then print and file your completed document. Fill-in forms require Adobe Acrobat Reader 5.0, which can be downloaded for free from Adobe. Information on the features of this service and directions to complete a fill-in form is provided in the instructions.

ONLINE FORMS INDEX

    Corporations and Business Filings
    Notary Public Application
    Notary Public Name/Address Change Form
    Trade and Service Mark Filing Forms


CORPORATIONS AND BUSINESS FILING FORMS

Before submitting a form for filing, be sure to read information about the specific type of filling on the Business Gateway Service site. Information concerning general filing instructions, general service options, fees and the fax filing option is also available.

Remember that it is best to seek out legal advice before submitting a form. The forms that the Division of Revenue provides are for your convenience. However, they do not replace the need for competent legal advice.

   1. FORMATION DOCUMENTS -- These are "initial" filings such as Certificates of Incorporation, Certificates of Formation, etc. for all domestic (in-state)         business entities filed with the Treasurer.
   2. FOREIGN AUTHORIZATIONS/REGISTRATIONS -- These are "initial" filings for all foreign (out-of-state) business entities filed with the Treasurer.
   3. CHANGES OF REGISTERED AGENT/OFFICE -- These filings change the registered agent and/or office for a domestic or foreign business entity on file with          the Treasurer.
   4. AMENDMENTS (NON-COMPLEX, INCLUDING NAME CHANGES) AND CORRECTIONS -- Amendment filings change substantive portions of a previously filed certificate --        for example changing the business entity name. Correction filings remedy errors made in previously filed certificates.
   5. MERGER/CONSOLIDATIONS AND RESTATED CERTIFICATES -- These filings provide a record of merger/consolidation actions and provide a means of integrating          and restating certificates that have been amended over the course of time.
   6. DISSOLUTIONS, CANCELLATIONS AND WITHDRAWALS -- These filings are used to record the voluntary "de-activation" of business entities.
   7. ALTERNATE NAMES -- These filings secure the business entity's right to use an alternate or fictitious name -- for example, "ABC, Inc." trading or doing       business as "XYZ."
   8. NAME RESERVATIONS -- These filings are used to reserve exclusive rights to a business name for a limited period of time.

New Jersey Incorporate A New Business



1. Application Process
Certificate of Incorporation must be filed with:
New Jersey Department of Treasury
Division of Revenue Business Support Services
By regular mail: P.O. Box 308, Trenton, New Jersey 08646
In person: 225 West State Street, Trenton, New Jersey 08608


2. Requirements for Certificate of Incorporation (N.J.S.A. 14A:2-7)

-- Name of corporation
-- Purpose(s) for which the corporation is organized (a general all purposes
   clause is permitted)
-- Aggregate number of shares which the corporation shall have authority to
   issue (other requirements apply if the shares are to be divided into classes
   or into classes and series)
-- Address of the initial registered office and name of initial registered agent
   at such address
-- Names and addresses of incorporators
-- Names and addresses and number of directors
-- Duration of the corporation if other than perpetual
-- USD125 filing fee
   Corporationís existence begins at time of filing, unless the certificate provides for a later
   effective date (but not later than 90 days after the date of filing).

Corporation may be organized for any lawful business purpose. N.J.S.A. 14A:2-1.

Certificate of incorporation may include any other provisions, not inconsistent with the
law, for managing the business and regulating the affairs of the corporation, defining, limiting,
and regulating the powers of the corporation, its directors, and its shareholders, requiring
indemnification, and permitting directors and officers to be exculpated from personal liability.
Certificate of incorporation may be used to alter certain statutory rules to which the
corporation would otherwise be subject. N.J.S.A. 14A:2-7.
The corporate name must comply with applicable requirements, including that the name
distinguish the corporation from other entities and that the name contain the word or an
abbreviation for corporation, company, or incorporated, or the abbreviation ìLtd.î N.J.S.A.
14A:2-2.

On or after the effective date of the certificate of incorporation, an organizational meeting
of the board named in the certificate of incorporation shall be held, upon 5 daysí notice by mail
to each director, by a majority of the board so named, to adopt by-laws, elect offices, authorize
the issuance of shares, and transact such other business as may come before the meeting.
N.J.S.A. 14A:2-8.

New Jersey Business Incorporation Filing Fees

NEW JERSEY FILING FEE SCHEDULE
(Revised 7/1/02)


Each EXPEDITED FFS request is subject to a $15 fee, plus $1.00 per page fee for all accepted filings that are FAXED back for all Title 14A,
Title 15A, and LP transactions.

For LLCs and LLPs, each EXPEDITED FFS request is subject to a $25 fee, plus $1.00 per page fee for all accepted filings that are FAXED back.
Each SAME DAY FFS request is subject to a $50 fee, plus a $1.00 per page fee, for all accepted filings that are FAXED back.
These fees are in addition to the basic statutory fees associated with the filing itself.

New Jersey Corporation FILING FEES
Filing fee for all domestic entities, except non-profits, is $125 per filing; non-profit filing fee is $75 per filing.
Filing fee for all foreign entities is $125 per filing.

S E RVICE FEES AND OTHER OPTIONAL FEES (All added to basic filing fee, if selected.)
Expediting Service Fee (8.5 business hours) is $15 per filing request for Title 14A, Title 15A and LP transactions.
Expediting Service Fee (8.5 business hours) is $25 per filing request for LLCs and LLPs.
Same Day Fee is $50 per filing request.
Alternate Name Fee is $50 for each name.

FAX Page Transmission Fee is $1.00 per page for all filings that are FAXED back.
Certified Copies of Accepted Filings are $25 for each filed entity.
NOTE: THERE IS NO FILING FEE REQUIRED TO FILE FORM NJ-REG

CHECKLIST FOR PUBLIC RECORDS FILING
-- Completed and signed Public Records Filing (pages 23 and 24) (Note: Use appropriate envelope supplied - P.O. Box 308)
-- Completed and signed Business Registration Application (pages 17-19) (NOTE: Use appropriate envelope
   supplied-PO Box 252).
-- Filing fee using an acceptable payment method.
-- Transmittal letter or service request sheet with instruction for returning completed work (mail and over-the-counter requests)
-- Completed and signed CBT-2553 (S Corporation Election) if applicable
-- Cover sheet listing work request details (FAX Filing Requests)

CHECKLIST FOR BUSINESS REGISTRATION APPLICATIONS
-- Completed and signed Registration Application (pages 17-19)
-- Completed and signed NJ-REG-L (Cigarette and Motor Fuel Wholesalers/Distributors/Manufacturers only) or CM-100 (Cigarette and Motor Fuel Retailers only,
if applicable).

Delivery Options for:
Public Records Filings: Business Registration Application:
Mail: PO Box 308, Trenton, NJ 08646 Mail: PO Box 252, Trenton, NJ 08646-0252
Over-The-Counter: 33 W. State Street, 5rd Floor v e Ornight: 33 West State Street, Trenton, NJ 08608
Trenton, NJ 08608-1001

Checklist for New Jersey Business Incorporation Registration

CHECKLIST FOR NEW JERSEY PUBLIC RECORDS FILING

-- Completed and signed Public Records Filing (pages 23 and 24) (Note: Use appropriate envelope supplied - P.O. Box 308)
-- Completed and signed Business Registration Application (pages 17-19) (NOTE: Use appropriate envelope
   supplied-PO Box 252).
-- Filing fee using an acceptable payment method.
-- Transmittal letter or service request sheet with instruction for returning completed work (mail and over-the-counter requests)
-- Completed and signed CBT-2553 (S Corporation Election) if applicable
-- Cover sheet listing work request details (FAX Filing Requests)

CHECKLIST FOR BUSINESS INCORPORATION REGISTRATION 
-- Completed and signed Registration Application (pages 17-19)
-- Completed and signed NJ-REG-L (Cigarette and Motor Fuel Wholesalers/Distributors/Manufacturers only) or CM-100 (Cigarette and Motor Fuel Retailers only,
   if applicable).

Why Locate My Business in New Jersey


With its highly-developed network of roads, rail, air and seaport facilities, New Jersey is the best-connected region in the country for speeding product to market domestically and overseas. Our prime location, adjoining New York City and Philadelphia, allows you to reach more customers in less time, with greater efficiency and ease.
New Jersey sits in the center of the East Coast corridor. Over 100 million
consumers with a collective purchasing power of $2 trillion are within a 24-hour drive. 

    * New Jersey has two international airports: Newark Liberty, one of the nation's busiest; and Atlantic City, ranked by the Wall Street Journal as one of       the nation's "best performers."
    * Major ports on the Hudson and Delaware rivers provide sea and air access to the European, South American and Pacific Rim markets.
    * The Port of New York and New Jersey is the largest port complex on the Eastern Seaboard and the third-largest U.S. port complex. It is the source of 230,000 jobs and is responsible for more than    $100 billion in trade.
    * The Portís three-airport regional network ó Newark, JFK and LaGuardia ó   handles nearly 25% of all U.S. international air cargo.
    * The South Jersey Port Corporation is a modern deepwater facility on the Delaware River and is a leader in moving products internationally.
    * The state has 35,000 miles of roads that help move goods efficiently to their destinations.
    * Our integrated commuter rail network carries over 830,000 passengers each weekday, providing links to Amtrak, the Long Island railroad, NYC subways, and Pennsylvaniaís SEPTA system.


New Jersey offers its residents an exceptionally-high quality of life, with a rich diversity of lifestyles.

    * Outstanding public schools and institutions of higher education
    * World-class healthcare systems
    * Among the lowest crime rates in the region
    * A wide variety of recreational activities

New Jersey is home to dozens of historic and cultural sites, highly-regarded museums, world-class theaters, and concert halls. In addition, New Jersey is well known for its 127 miles of white sandy beaches, Atlantic Cityís 11 casino resort hotels, world-class shopping, and an outstanding park and forest system throughout the state.

The customs and traditions of many ethnic cultures have been incorporated into the fabric of daily life here. International visitors and business executives feel right at home.
Education

    * New Jersey has one of the highest investment-per-student ratios in the
 United States.
    * Nearly 85% of all New Jersey high-school graduates in 2003 went on to enroll in colleges or universities.
    * Technology education is required to be part of every New Jersey public Schoolís core curriculum

New Jersey's greatest asset is our people. Our workforce is well-educated with a wealth of scientists, engineers and skilled technicians. This highly-trained talent pool propels innovation, making the State an economic advantage to companies all over the world.
Well-Educated

    * Over 400,000 scientists and engineers call New Jersey home and help drive innovation in the state's businesses, colleges, and universities.
    * New Jersey's rank of seventh in the nation in the number of Ph.D. scientists and engineers per 1,000 workers reflects the state's thriving intellectual       community.
    * New Jersey continually invests in the stateís workforce through grants and partnerships with companies, consortiums and the higher education       institutions.  Since 2002, over $130 million was invested in worker training grants.
    * More than 1.7 million New Jerseyans are college graduates, with 380,000 students enrolled in NJ colleges and universities in 2004.
    * New Jersey has 57 colleges, universities and technology schools educating the workforce, including nationally recognized Rutgers University, Princeton       University, the University of Medicine and Dentistry of New Jersey, and the New Jersey Institute of Technology.

Workforce Diversity

    * New Jersey has an extraordinarily-diverse labor force, making the State a hospitable location for foreign-owned companies.  Almost one in five New       Jersey residents is foreign born.
    * New Jersey workers enjoy a high rate of employment and one of the lowest poverty rates in the nation.  In 2005, 36,000 private sector jobs were added. 

15 Reasons To Incorporate in New Jersey



   1. Twenty-three FORTUNE 500Æ companies are located in N.J. 
   
   2. N.J. ranks #5 nationwide in transitioning to the ìNew Economyî with Knowledgeable Workforce, Globalization, Economic Dynamism, Digital Economy, and Technological Innovation.
   
   3. N.J. ranks #5 for college attainment.
   
   4. N.J. ranks 4th in venture capital investments.
    
   5. N.J. came in second to California with the number of communities making it to Money magazineís list of Americaís Best Places to Live.
   
   6. CNBC ranks N.J. among the top 15 states for business.
   
   7. N.J. is the #1 state in broadband penetration in the country.
   
   8. N.J. is ranked 3rd nationally as best for small business ahead of New York and California.
   
   9. The ratio of Ph.D. scientists and engineers per 1,000 workers is one of the highest in the nation. 
  
   10. International trade supports more than 900,000 jobs. 
  
   11. CNBC ranks N.J. #1 for Quality of Life. 
  
   12. N.J. has the nationís highest concentration of scientists and engineers with over 410,000 working statewide. 
  
   13. More than 60 million U.S. consumers are within a four-hour drive of the state. 
  
   14. N.J. has a high-tech payroll of $18.4 billion, ranked 6th highest nationally. 
  
   15. In an annual study on logistics infrastructure, Northern N.J. ranked #3 in the United States and Southern N.J. ranked #4 for best waterborne commerce capability. 





From Thomas Edison's 1,093 patents to today's daily breakthroughs in biotech, pharma and information technologies, New Jersey has an ongoing tradition of innovation.

New Jersey businesses continue to be among the national leaders in research and development, making more than five percent of the total R&D expenditures.  These investments have lead to important breakthroughs and discoveries, with more than 3,300 new patents filed in 2004 alone.

With such convenient proximity to Wall Street, many of the nationís leading financial service firms have also established or relocated headquarters here.

New Jersey is home to 15 of the largest of the world's 20 largest pharmaceutical companies and ranks 8th in overall biotechnology strength in the United States.