How to Dissolve a New Jersey LLC
How do you dissolve a New Jersey Limited Liability Company?
You may only cancel a New Jersey LLC that has filed all of its annual reports and is in good standing with the Division of Revenue. You can submit a certificate of cancellation to the Division of Revenue online, by mail, or over-the-counter. You can’t fax file a certificate of cancellation.
One way to dissolve your New Jersey LLC is using the New Jersey Online Business Endings and Cancellation Service (see link below). You can complete the whole cancellation process online. You will need to know your LLCs New Jersey business entity number and filing date. New Jersey LLCs have to be in good standing to dissolve. So once you log in, you will have to file any missing annual reports before you may cancel the LLC. When you dissolve a New Jersey LLC online, you can pay the filing fee by e-check or credit card.
The other option is to file form L-109, Certificate of Cancellation with the New Jersey Division of Revenue. The form is available on the Division of Revenue website (see link below). Although you may draft your own certificate of cancellation, the division recommends using their forms to ensure that you have included the required information. Submit the original certificate of cancellation in duplicate and include a filing cover letter. You can pay by check or credit card. The Division of Revenue accepts Visa, MasterCard or Discover. Make checks payable to the Treasurer, State of New Jersey. The Division of Revenue does not accept cash.
New Jersey Limited Liability Company Dissolution FAQ
Do I need to include a filing cover letter?
Mailed or personally delivered documents must include a cover letter stating:
- 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 cancellation);
- If filing in person, choose expedited or same day processing;
- The entity’s name;
- The entity’s business ID; and
- Return instructions:
- If you mail documents, include a return address
- 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
Division of Revenue contact information:
Mail or USPS overnight:
New Jersey Division of Revenue
PO Box 308
Trenton, NJ 08646
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
Is there a filing fee to dissolve or cancel a New Jersey LLC?
There is a $100 filing fee to cancel a New Jersey LLC. If you file in person, you must pay an additional $25 fee to have documents expedited.
Your New Jersey registered agent may be able to help you with the dissolution process.
Do you need a Division of Taxation clearance before the New Jersey Division of Revenue will accept your dissolution?
No. You don’t need a tax clearance certificate to cancel a New Jersey LLC.
What if I want to dissolve a voided/revoked LLC?
You have to be in good standing to dissolve an LLC or corporation in New Jersey, so if your LLC has been revoked, you will have to reinstate before you can dissolve. The reinstatement and dissolution can be submitted together and processed at the same time. Both reinstatement and dissolution are processes that can be completed online.
Online cancellation is effective when all information, fees, and clearances have been received.
How long does it take the state to process the filing?
Mailed in documents take the longest to process and return. Expect 3-10 business days for Division of Revenue processing plus 3-6 days mail time each way. Including a self addressed stamped envelope can keep processing time to a minimum.
Over the counter expedited processing is completed in 8.5 business hours.
If you cancel a New Jersey LLC online, you can print your certificate immediately. Online cancellation is effective when all information and fees have been received by the Division of Revenue.
How long before someone can take your business name?
When a New Jersey LLC files a certificate of cancellation, the name is protected for one year after the date of cancellation. After that, other business entities may use the name.
If your LLC is revoked by the New Jersey Division of Revenue, your name is not protected. During the reinstatement process, you will have to do a name check to see if it is available.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
If you do not file two LLC annual reports in a row, the Division of Revenue will revoke your New Jersey LLCs charter.
After the second missed annual report, a Pending Revocation Notice is sent to the LLCs registered agent in New Jersey. The LLC 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.
LLCs pay an annual tax to the Division of Taxation. These taxes continue to add up until the LLC is officially cancelled with the Division of Revenue. So, even if you are not conducting business and you want to end the LLC, you will still have to file and pay for the outstanding annual reports and follow the procedure to cancel the LLC.
What are the late fees and penalties to reinstate if your LLC is forfeited?
If a New Jersey LLC has been revoked it will have to file all delinquent annual reports, including a current annual report which costs $50. Then you will also have to pay a $75 reinstatement fee and a $200 late filing fee. There is an additional $25 fee if you need to change the registered agent. When you reinstate online, the fees are calculated for you and you pay them as part of the reinstatement process.