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To dissolve,
withdraw or cancel a business, you must submit the appropriate documentation
along with all required fees for your type of business. Select from
the following and complete the appropriate form for your business entity.
- C-159D
Domestic profit corporations. Dissolution without a meeting
of the shareholders.
- C-159S
Domestic profit corporations. Dissolution pursuant to action of the board and with a meeting
of the shareholders.
- C-159B
Domestic non-profits. Domestic profit corporations will also
use this form when a Tax Clearance Certificate is applied for
separately.
- C-159A
Domestic profit and non-profit corporations before commencing
business
- C-159C
Domestic profit corporations without assets
- C-124P
Foreign profit corporations.
- C-124
Foreign non-profits. Foreign profit corporations will also use
this form when a Tax Clearance Certificate is applied for separately.
- LP-103
Domestic LPs
- LP-103A
Foreign LPs
- L-109
Domestic and Foreign LLCs
- L-209
Domestic and Foreign LLPs
The fee
varies based on entity type and is reflected on the instructions for
the individual form. Payment may be made by credit card or a check made
payable to the "Treasurer, State of New Jersey".
Corporations
are subject to the following additional filings:
- Estimated
final return (Form
A-5052-TC) with a separate check made payable to the "State
of New Jersey". Required for all profit and non-profit corporations
subject to the Corporation Business Tax.
- Request
for Tax Clearance certificate (Form
A-5088-TC) - required for all for-profit corporations with assets.
The
dissolution form and fee payment along with the Tax Clearance Application
and the estimated final return if required are to be submitted together
as a package to the NJ Division of Revenue, Business Liquidations,
PO Box 308, Trenton, NJ 08646. If you are using a courier or over
the counter service, the address is NJ Division of Revenue, 225 West
State Street, 3rd Floor, Trenton, NJ 08608, Attn: Business Liquidations.
If all
the necessary forms and payments are not included with the submission
or the forms are improperly completed, the documents will be returned,
causing a delay in the process and altering the dissolution date.
The date of dissolution is the date that all properly completed forms
and payments are received and if required, a Tax Clearance Certificate
is issued.
Questions
concerning the Tax Clearance Certificate or the resolution of tax
issues may be directed to the Division of Taxation at 609.292.6400
for response. Assistance with other questions regarding this process
may be forwarded to the Division of Revenue by e-mail
or by calling 609.292.9292.
A business
must be in good standing before the dissolution, withdrawal or cancellation
can be processed. If your business has been voided, you will need
to reinstate the business. The forms and fees for both reinstatement
and dissolution may be submitted together and the processes will be
performed concurrently. You may check the status
of your business online. There is a $5.00 fee for this report.
All annual report obligations should be satisfied prior to the submission
of dissolution paperwork.
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