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How To Withdraw A Foreign New Jersey LLC Or Corporation


New Jersey Division of Revenue Certificate of Authority Cancellation Requirements and Instructions

Any foreign entity that wishes to cancel or withdraw its registration needs to be in good standing with the New Jersey Division of Revenue. You can withdraw using the online process or you can submit the paper form by mail or in person.

You cannot fax file withdrawal or cancellation forms.

Online withdrawal/cancellation:

A corporation or LLC may withdraw or cancel its certificate on the New Jersey Division of Revenue website (see link below). You will need to know your date of formation and business ID number to log in. If you don’t know this information, you can contact the Division of Revenue or do a Business Entity Status Search on their website. Since you need to be in good standing to withdraw, you may be required to file missing annual reports during the online process. Foreign LLCs may pay fees and obtain a certificate of cancellation online. Foreign corporations can complete most of the withdrawal online. However, corporations have the additional requirement of obtaining a tax clearance certificate after completing the online process. When a corporation or LLC withdraws online, you can pay fees by e-check or credit card.

Filing forms by mail or in person:

To cancel a foreign LLC, just submit form L-109, Certificate of Cancellation to the New Jersey Division of Revenue. To withdraw a foreign corporation, file form C-124P, Certificate of Withdrawal with the Division of Revenue. Corporations need to include an Estimated Summary Tax Return and an Application for Tax Clearance.

All the cancellation, withdrawal, and related forms are available on the New Jersey Division of Revenue website (see link below). You may draft your own withdrawal or cancellation, but the Division of Revenue recommends using their forms in order to avoid mistakes which could cause the document to be rejected. Submit the original certificate in duplicate. You also need to include a filing cover letter with the certificate.

Foreign New Jersey LLC or Corporation Withdrawal FAQ

Should I include a filing cover letter?

If you are submitting documents to the Division of Revenue by mail or in person, you need to include a cover letter. Include the following:

  1. The name of firm or individual submitting the form;
  2. Method of payment:
    • Credit card number, cardholder name, address, and expiration date,
    • Division of Revenue depository account number, or
    • Check
  3. Description of the filing (cancellation or withdrawal);
  4. If filing in person, choose expedited or same day processing;
  5. The entity’s name;
  6. The entity’s business ID; and
  7. 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

How much does it cost to cancel your out of state registration with New Jersey?

There is a $125 filing fee to cancel a New Jersey foreign Limited Liability Company.

There is a $120 fee to withdraw a New Jersey foreign Corporation. This includes the $95 filing fee and the $25 tax clearance fee. Credit card payments incur an additional $3 processing fee.

Do you need a New Jersey Division of Taxation clearance first?

Corporations do need to get a tax clearance certificate to withdraw ($25). This tax clearance requirement applies to all for-profit corporations with assets.

Foreign LLCs do not need a tax clearance certificate to cancel their registration in New Jersey.

How do I get a New Jersey Tax Clearance Certificate?

Withdrawing corporations need to submit Form A-5088, Application for Tax Clearance Certificate.

If you complete the online withdrawal process, follow the instructions provided to print the tax clearance request form. Mail the form and fee to the New Jersey Division of Taxation.

If you choose to submit the paper Certificate of Withdrawal form, you can obtain the request form by visiting the Division of Revenue website (see link below). Complete the request and submit it to the Division of Revenue with the fee and the rest of the withdrawal packet. If you have outstanding obligations, the division will notify you. The foreign corporation has to pay any outstanding fees before a Tax Clearance Certificate will be issued to it.

How long does it take the state to process the withdrawal filing?

Mailed in documents take the longest to process and return. You can expect the Division of Revenue to take 3-10 business days for processing. And mail time will take an additional 3-6 days each way. If you include a self addressed stamped envelope when you file, it can keep the overall processing time to a minimum.

The Division of Revenue completes over the counter expedited processing in 8.5 business hours.

Faxed filings are expedited so you can choose 8.5 hour or same day processing. If you choose same day processing and submit by 12:30, processing is completed by 5:00 (on business days).

If you cancel a foreign LLC online, you can print your certificate immediately. Online cancellation is effective as soon as you submit the required fees and information. If you withdraw a foreign corporation online, the Division of Revenue won’t issue a Certificate of Withdrawal until they receive tax clearance from the Division of Taxation.

It can take several months to get a tax clearance for a New Jersey corporation. Any questions should be directed to the Division of Taxation at (609)292-6400.

What New Jersey Agency do I submit my withdrawal/cancellation documents to?

New Jersey Division of Revenue
Corporate Filing

Mail or USPS overnight:
PO Box 308
Trenton, NJ 08625-0308

Over the counter, express mail, or courier:
33 West State Street, 5th Floor
Trenton, NJ 08608-1214

Phone: (609) 292-9292

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If a foreign corporation or LLC does not file the annual report for two or more years in a row, the New Jersey Division of Revenue will notify the entity of a pending revocation of its charter. The division sends the notice to the entity’s New Jersey registered agent.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The Pending Revocation Notice from the New Jersey Division of Revenue will state which annual reports are missing and the amount due. This notice is mailed to the corporation or LLCs registered agent. This is a great example of why you need a fast and reliable New Jersey registered agent you can trust. You can avoid revocation by submitting the reports and payment online within 60 days of the date the notice was issued. If reports and fees are not submitted within 60 days, the foreign entity’s authority to do business is revoked by the division.

What are the late fees and penalties to re-register if your registration is forfeited?

If a foreign corporation or LLCs authority to do business in New Jersey has been revoked, the Division of Revenue will allow that foreign entity to reinstate any time. Foreign corporations and LLCs have to submit all late annual reports and fees during the online reinstatement process. Old annual report fees may vary, but currently the fee is $50. Foreign corporations and LLCs have to pay the $75 fee for reinstatement plus the $200 late filing fee. The fees will be calculated during reinstatement.

Foreign corporations (but not LLCs) are required to pay the Division of Taxation a separate $25 fee for the tax clearance certificate.

If you need to change your corporation or LLCs registered agent at the time of reinstatement, you will have to pay an additional $25 fee.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

Foreign Corporations and LLCs revoke the authority of the New Jersey registered agent by filing a certificate of withdrawal.  When a corporation or LLC withdraws, the registered agent no longer has to accept service of process for that entity.

You may resign as the New Jersey registered agent by filing with the Division of Revenue.

New Jersey Withdraw or cancel registration online

New Jersey Cancellation and withdrawal forms

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