How to Dissolve a New Jersey Corporation
How do you dissolve a New Jersey Corporation?
The New Jersey Division of Revenue requires corporations to be in good standing before they are allowed to dissolve. If you are late in filing any annual reports, you will have to file the report(s) before dissolving the corporation. You can file a Certificate of Dissolution by mail, in person, or online.
It is easy to dissolve a New Jersey corporation online, by using the New Jersey Division of Revenue Online Business Endings and Cancellation Service (see link below). You will need to know your corporations business ID number and the date of formation to get started. If you do not know this information you can do a Business Entity Status Search on the Division of Revenue website. You can complete most of the dissolution process online. But you will still need to get a tax clearance certificate. You can pay filing fees online by e-check or credit card.
MAIL OR OVER-THE-COUNTER
You can also dissolve a New Jersey corporation by submitting the appropriate Certificate of Dissolution form (in duplicate) to the New Jersey Division of Revenue. If you submit a paper Certificate of Dissolution form, you need to include an Estimated Summary Tax Return and an Application for Tax Clearance Certificate. There are several dissolution forms for domestic corporations. All of the forms you need are available on the New Jersey Division of Revenue Website (see link below). Using the Division of Revenue forms is optional, but it is suggested because it reduces the risk of rejection. Mail or deliver the original certificate with a filing cover letter to the New Jersey Division of Revenue. You cannot fax file a certificate of dissolution.
C-159S, Certificate of Dissolution, Pursuant to Action of Board and Shareholders;
C-159D, Certificate of Dissolution, Without a Meeting of Shareholders; or
C-159A, Certificate of Dissolution, Before Commencing Business (do not need to include tax clearance certificate)
You can pay filing fees by check or credit card. The Division of Revenue accepts Visa, MasterCard, or Discover. Checks for filing fees should be payable to the “Treasurer, State of New Jersey.” If the corporation owes taxes based on the summary tax return, include a separate check payable to the “State of New Jersey” for any taxes due.
Do I need to include a cover letter with my Certificate of Dissolution?
Yes. When you mail or personally deliver documents, include a cover letter.
The cover letter should include the following information:
- The name of firm or individual submitting the form;
- Method of payment:
- Credit card number, cardholder name, address, and expiration date,
- Division of Revenue depository account number, or
- Description of the filing (certificate of dissolution);
- If filing in person, choose expedited or same day processing;
- The entity’s name;
- The entity’s business ID; and
- Return instructions:
- Include a return address for mailed documents, or
- If you delivered documents by express or courier and you want them returned that way, include completed air bill listing yourself as the sender and bill-to party
Contact the New Jersey Division of Revenue:
Mail or USPS overnight:
New Jersey Division of Revenue
PO Box 308
Trenton, NJ 08646
Attn: Business Liquidations
Over the counter, express mail, or courier:
New Jersey Division of Revenue
33 West State Street, 5th Floor
Trenton, NJ 08608
Attn: Business Liquidations
Phone: (609) 292-9292
New Jersey Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a New Jersey Corporation?
It will cost $120 to dissolve a New Jersey Corporation. This includes the $95 dissolution filing fee and the $25 tax clearance fee.
There is an additional $15 fee for 8.5 business hour over the counter expedited processing of dissolution documents.
Your New Jersey registered agent may be able to help with the dissolution process.
Do you need a Division of Taxation clearance before the New Jersey Division of Revenue will accept your dissolution?
Yes. You will need clearance from the Division of Taxation to dissolve a New Jersey corporation.
How do you obtain a tax clearance certificate in New Jersey?
When you dissolve your corporation online, Form A-5088, Application for Tax Clearance Certificate will be provided in the process. Simply follow the directions for completing the form and submitting it to the New Jersey Division of Taxation.
The Application for Tax Clearance Certificate form can also be obtained on the New Jersey Division of Revenue website (see link below). If you are submitting the paper dissolution forms, complete the request and submit it to the division with the rest of the corporate dissolution documents. The Division of Revenue will forward it to the Division of Taxation for processing. You will be notified if there are any outstanding obligations. You have to pay any taxes you owe before a Tax Clearance Certificate will be issued.
What if I want to dissolve a voided/revoked corporation?
You have to be in good standing to dissolve a corporation or LLC, so if the New Jersey corporation has been revoked, you will have to reinstate before you can dissolve. The dissolution and reinstatement can be submitted together and processed simultaneously. You could do both processes online.
How long does it take the state to process the filing in New Jersey?
Mailed documents take the longest to process and return. Division of Revenue processing takes 3-10 business days. Mail time will add another 3-6 days each way. Submitting a self addressed stamped envelope with your documents can keep processing times to a minimum.
Over the counter filings are expedited so they are completed in 8.5 business hours.
If you dissolve a New Jersey corporation online, the Division of Revenue won’t issue a certificate of dissolution until they receive tax clearance from the Division of Taxation. Online dissolution is effective when all information, fees, and clearances have been received. It can take several months to get a tax clearance for a New Jersey corporation. If you have questions about the clearance call the Division of Taxation at (609) 292-6400.
Can you revoke the dissolution of a New Jersey corporation?
Yes. You can revoke the dissolution of a New Jersey corporation within 60 days following the effective date of dissolution. File a Certificate of Revocation with the division. There is no New Jersey Division of Revenue form to revoke dissolution.
How long before someone can take your business name?
The name of a dissolved corporation or nonprofit corporation is not available for one year after the effective date of dissolution. If the dissolved corporation gives written consent to the use of its name, a new corporation can use it before a year has passed. In that case, the new corporation would include consent from the dissolved corporation when it files its certificate of incorporation or authority.
If a corporation dissolves before it has commenced any business, then the name becomes available immediately upon filing form C-159A, Certificate of Dissolution, Before Commencing Business.
If the corporation is revoked by the New Jersey Division of Revenue, its name is not protected. You will be required to do a name availability search if you reinstate the New Jersey corporation.
What is the penalty if you don’t dissolve and you also just don’t file your annual reports?
If you do not file two annual reports in a row, the Division of Revenue will revoke your New Jersey corporations charter. After the second missed annual report, a Pending Revocation Notice is sent to the corporations registered agent in New Jersey. This is why you really need a reliable New Jersey registered agent. The corporation only has 60 days following the issue date of the notice to file the outstanding reports and fees. Annual reports must be filed online. If you do not file within 60 days the business will be revoked. Even if you are not conducting business and you want to end the corporation, you will still have to file and pay for the outstanding annual reports and follow the Division of Revenue procedure to dissolve the corporation. Annual tax fees continue to add up until you officially dissolve.
New Jersey corporations are subjected to a $500 minimum annual tax until legally dissolved by the Division of Revenue. Corporation Business Tax obligations will continue until the Division of revenue receives certificate of dissolution, payment of fees, and tax clearance. If you don’t dissolve, and you owe on taxes, the corporations case will be forwarded to collections. The corporation will start getting Notice and Demand for Payment letters.
What are the late fees and penalties to re-register if your registration is forfeited?
If a New Jersey corporation has been revoked it will have to pay all its delinquent annual report fees to reinstate. There is a $75 reinstatement fee and a $200 late filing fee. There is a $25 fee to change the registered agent, if applicable. The fees are calculated for you when you reinstate online and you can pay them as part of the reinstatement process.