Form CBT-2553: New Jersey S Corporation Election Filing Guide

New Jersey Form CBT-2553 is the state’s S corporation election form, and you file it to tell the Division of Taxation that your corporation should be taxed as an S corp in New Jersey. Federal S corp status does not carry over automatically. Without a separate New Jersey election, your corporation is taxed as a C corporation on income allocated to the state and pays Corporation Business Tax at the entity level instead of passing income through to shareholders.¹

Before You File

Three things need to be in place first.

Your corporation must already be a valid federal S corporation under I.R.C. Section 1362.² That means IRS Form 2553 was filed and accepted, you have no more than 100 shareholders, every shareholder is a U.S. citizen or resident individual, qualifying trust, or estate (no partnerships or corporations), and the company has one class of stock.

Every shareholder has to consent to the New Jersey election, including shareholders who live out of state. One holdout blocks the filing.¹ By signing, each shareholder accepts that New Jersey has jurisdiction to tax their share of the corporation’s income, and that moving away later does not undo that jurisdiction for income earned while the election was in effect.³

The corporation also has to be registered to do business in New Jersey and have tax nexus there. Nexus exists if you have employees, own property, maintain an office, or derive receipts from sources within the state.⁴ A corporation formed outside New Jersey needs legal authority to operate in the state before registering.⁵

What Goes on the Form

CBT-2553 is organized into parts. Pull the information together before you start, because incomplete submissions are rejected.

Part I: Corporate Information

This part identifies the corporation in both the federal and state systems. You enter:

Corporation name as it appears on the certificate of incorporation, and mailing address
Federal Employer Identification Number (FEIN)
New Jersey Corporation Number, the ten-digit number assigned by the Division of Revenue and Enterprise Services at registration
Date and state of incorporation
Effective date of the federal S corporation election, matching what the IRS approved on your federal Form 2553
Tax year beginning and ending dates, aligned with your federal tax year
Contact person’s name and phone number

A mismatch between state and federal records, especially on the effective date or tax year, is a common reason for denial.⁶

Part II: Shareholder Consent

List every current shareholder with:

Full legal name
Social Security Number, or EIN for an estate or qualified trust
Number of shares owned and the date they were acquired
State of residency
Signature and date

Attach a rider with the full mailing address of any shareholder who lives outside New Jersey.⁶ Every shareholder signs. No exceptions. The signature is what binds each person to New Jersey’s taxing jurisdiction over their share of the income.³

Part IV: Former Shareholders

If anyone held stock during the tax year but no longer holds any at the time of filing, list their name, the date they gave up their shares, and their SSN or EIN. This part matters most on mid-year or retroactive elections.

Certification

A corporate officer signs the certification page confirming the information is accurate. This signature is separate from the shareholder consents in Part II. The officer signs on behalf of the corporation, not as a shareholder.⁶

When It Has to Be Filed

File within three and a half months from the start of the tax year you want the election to begin. For a calendar-year corporation, that is April 15. For a fiscal year starting July 1, it is October 15.¹ Miss the window and the corporation is taxed as a C corporation for the whole year. There is no partial-year workaround.

New Jersey’s deadline is one calendar month later than the federal Form 2553 deadline, which falls on the 15th day of the third month (March 15 for calendar-year filers).³ That extra month helps if you realize late that the federal election did not carry over.

How to Submit the Form

The Division of Taxation directs filers to the online SCORP application at njportal.com/dor/scorp. The portal handles new elections, retroactive elections, QSSS elections, shareholder amendments, and revocations. When the submission goes through, you get a certificate confirming the filing has been accepted and added to the public record.⁷

To file on paper, mail the completed CBT-2553 to:

New Jersey Division of Taxation
Revenue Processing Center
PO Box 252
Trenton, NJ 08646-0252

Online filing is faster and gives you immediate confirmation. Paper filers wait for a formal Acceptance Letter by mail, and the Division will send a notice if the election is rejected for errors or missing information.¹ Keep the acceptance letter or the online certificate in your corporate records permanently. You may need it years later during an audit or an ownership change.

If You Missed the Deadline

The online SCORP portal lists “Retro Election” as one of its filing options.⁷ If the corporation has been operating and reporting income as though the election were in place, a retroactive filing may still be possible. The application walks you through an eligibility check.

Federal late-election relief is a separate process. The IRS allows late Form 2553 filings under Revenue Procedure 2013-30 when the entity intended to be an S corporation, had reasonable cause for the delay, all shareholders reported income consistently with S corp treatment, and fewer than three years and 75 days have passed since the intended effective date.⁸ Federal relief does not fix the New Jersey filing. You have to address each level on its own.

What a New Shareholder Means for the Election

A shareholder who joins the corporation after the initial election also has to consent to New Jersey’s taxing jurisdiction. If a new shareholder refuses, the corporation itself becomes liable for the tax on that shareholder’s allocated income, calculated at the maximum individual tax bracket rate.³ The corporation may recover those payments from the nonconsenting shareholder, but is not required to, so the cost can land on the business.

On the annual return, complete Schedule K for nonconsenting shareholders and prepare Form NJ-1040-SC for each one. The corporation can also file Form NJ-1080-C on behalf of participating nonresident shareholders to satisfy its payment obligation, though that filing does not cover nonconsenting shareholders who do not qualify or elect to participate.⁹ Building a consent requirement into the shareholder agreement up front is cleaner than fixing the problem after a sale closes.

After Acceptance

Approval of the CBT-2553 is the starting point, not the finish. Once elected, the corporation files Form CBT-100S each year. The return is due on the 15th day of the month after the federal return’s original due date, which means April 15 for a calendar-year S corporation (federal Form 1120-S is due March 15).¹⁰

Even though S corp income passes through to shareholders, the entity still pays a minimum Corporation Business Tax. The amount runs from $375 for New Jersey gross receipts under $100,000 up to $1,500 at $1 million or more, with a $2,000 figure for corporations in an affiliated or controlled group whose total payroll is $5 million or more.¹¹ The CBT-100S also generates a Schedule K-1 for each shareholder, who then reports the amounts on a personal New Jersey return. Filing the CBT-100S on time matters because late K-1s push every shareholder’s personal return late with them.

1
New Jersey Division of Taxation. Electing S Corporation Status
2
Office of the Law Revision Counsel. 26 U.S. Code 1362 – Election; Revocation; Termination
3
Justia. New Jersey Code 54:10A-5.22 – New Jersey S Corporation Jurisdictional Requirements
4
New Jersey Department of the Treasury, Division of Taxation. New Jersey Corporation Business Tax Nexus
5
New Jersey Department of the Treasury. Division of Revenue and Enterprise Services – Business Registration Certificate
6
NJ Law Connect. CBT-2553 New Jersey S Corporation or New Jersey QSSS Election
7
New Jersey Division of Revenue and Enterprise Services. State of New Jersey Online SCorp Election
8
Internal Revenue Service. Late Election Relief
9
New Jersey Division of Taxation. S Corporations Are Responsible for Payment of New Jersey Income Tax
10
New Jersey Division of Taxation. 2025 CBT-100S Instructions
11
New Jersey Division of Taxation. Corporation Business Tax Overview