Technology Business Tax Certificate Transfer (NOL) Program

The Technology Business Tax Certificate Transfer Program enables approved Technology and Biotechnology Businesses with Net Operating Losses to sell their Unused Net Operating Loss Carryover (NOL) and Unused Research and Development Tax Credits (R&D Tax Credits) for at least 80% of the value of the tax benefit to a profitable corporate taxpayer in the State of New Jersey that is not an Affiliated Business. This allows Technology and Biotechnology Businesses with NOLs and R&D Tax Credits to turn those tax losses and credits into cash to buy equipment or facilities, or for other Allowable Expenditures. The New Jersey Economic Development Authority (NJEDA) determines eligibility, and the New Jersey Division of Taxation determines the value of the tax benefits (NOL and R&D Tax Credits).

To participate in the Technology Business Tax Certificate Transfer Program this online application must be submitted with all required exhibits and attachments as well as payment of the application fee by the application deadline.

A non-refundable $1,000 application fee is required to be submitted for all applications. Payment will be made via credit card on the online application portal.

An approval fee of 1% of the final award amount will be invoiced after approval for benefit awards greater than $100,000. This fee must be paid prior to closing. The $1,000 application fee will be credited toward the approval fee, for a maximum total fee of $20,000.

Application Deadline: Monday, June 30, 2025 – 11:59 p.m (Eastern Daylight Time).

Completed application, application fee, and all required exhibits and attachments must be submitted via the online application tool no later than 11:59 p.m. June 30, 2025. No applications can be submitted or will be accepted after 11:59 p.m. June 30, 2025. All applications in process will lock at 12:00 am July 1, 2025. NJEDA reserves the right to decline any application package for incomplete submission by the deadline. Applications received after the deadline cannot be accepted.

To resolve any questions or confusion, please consult the program's website at www.njeda.gov/NOL and review the rules and regulations, frequently asked questions, webinar, sample application, definition, and more. If these resources do not answer your questions, please email your questions and contact information to NOL@njeda.gov.

PLEASE REVIEW THE FOLLOWING CRITERIA TO DETERMINE IF YOU MAY QUALIFY FOR THIS PROGRAM
Terms are defined in the Definitions section, and examples are discussed in the FAQ's.

ON MARCH 12, 2015, THE NJEDA APPROVED THE PUBLICATION OF PROPOSED AMENDMENTS TO THE PROGRAM RULES. THE AMENDMENTS PROVIDE THAT AN ENTITY THAT DIRECTLY OR INDIRECTLY OWNS OR CONTROLS AT LEAST 50% OF THE APPLICANT OR THAT IS PART OF A CONSOLIDATED GROUP OF AFFILIATED CORPORATIONS WITH THE APPLICANT SHALL BE CONSIDERED TO HAVE NET OPERATING INCOME (SEE #2 BELOW) ONLY IF THE ENTITY MUST REPORT NET OPERATING INCOME IN ITS FINANCIAL STATEMENTS. THE APPLICANT IS AT RISK THAT THE PROPOSED AMENDMENTS WILL NOT BE ADOPTED AS PROPOSED.

No application shall be approved for new or expanding Technology or Biotechnology Business that:

1. has demonstrated positive net operating income in any of the two previous full years of ongoing operations as determined on its financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP); or
2. is directly or indirectly at least 50% owned or controlled by another entity that has demonstrated positive net operating income in any of the two previous full years of ongoing operations as determined on its financial statements prepared in accordance with GAAP, or is part of a consolidated group of affiliated corporations as filed for Federal income tax purposes, that in the aggregate has demonstrated positive net operating income in any of the two previous full years of ongoing operations as determined on its combined financial statements prepared in accordance with GAAP; or,
3. does not meet the following employment requirements at application deadline and at time of sale of the NOL and/or R&D Tax Credits; or
   1. The applicant must have fewer than 225 full-time employees in the U.S. (who work at least 35 hours per week) on a total corporate basis (including parent company and all subsidiaries), and
   2. The applicant must have the following minimum Full-Time Employees working physically in New Jersey at least 80% of the time as of application deadline and at the time of selling the NOL/R&D Tax Credits based on the number of years since earliest incorporation/formation (including predecessor entities):
      1. Less than three years: 1 Full-Time Employee in NJ
      2. More than three years but less than five years: 5 Full-Time Employees in NJ
      3. More than five years: 10 Full-Time Employees in NJ
4. does not have Protected Proprietary Intellectual Property as defined in the Program Regulations. This Protected Proprietary Intellectual Property is the primary business for the applicant; or,
5. does not meet the Statutory and Regulatory definitions of Biotechnology Business or Technology Business.

NJ CORPORATE BUSINESS TAX RETURNS
The Applicant Company's Corporate Business Tax returns, with all required schedules and attachments, must be filed with the NJ Division of Taxation by the program deadline, June 30, 2025 at 11:59 PM Eastern Daylight Time. Failure to file by the program deadline will result in the Applicant Company having no available tax benefit for the current program year. Note that filing an extension with the NJ Division of Taxation to submit the CBT does NOT extend the deadline for the purpose of the NOL application.