Form Cbt-2553 - New Jersey S Corporation Or New Jersey Qsss Election Form/form Cbt-2553 - Cert - New Jersey S Corporation Certification - 2005 Page 4

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Instructions for Form CBT-2553 - Cert
1.
This form is to be used by non-New Jersey business entities wishing to apply for New Jersey
"S" Corporation status which are not required to be authorized to transact business in accor-
dance with N.J.S.A. 14A :13-3, given below. This form is in addition to and must accompany
form CBT-2553.
2.
Name of Corporation: Type or print name exactly as it appears on form NJ-REG and the
CBT-2553.
3.
Federal Employer Identification Number (FEIN): Please enter the Federal Identification
Number assigned by the Internal Revenue Service.
4.
Please read the Corporate Attestation and the cited statutes for compliance.
5.
Print the name and title of the corporate officer signing this document and the CBT-2553.
Both documents must be signed by the same corporate officer.
6.
Mail the completed forms to: New Jersey Division of Revenue, PO Box 252 Trenton, NJ
08646-0252
14A:13-3. Admission of foreign corporation
(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. 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
(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 borrow-
ings 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.
(3) The specification in subsection 14A:13-3(2) does not establish a standard for activities which
may subject a foreign corporation to service of process or taxation in this State.
- 44 -

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