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LexiState
complianceUpdated 2026-04-01

Can I convert a corporation to an LLC in New Jersey?

New Jersey does not provide a direct statutory conversion mechanism. Instead, you must dissolve the corporation by filing a Certificate of Cancellation under N.J.S.A. 42:2C-48 to 42:2C-51 (filing fee: $100), then form a new LLC by filing Articles of Organization with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services.

Dissolution Requirements

Wind up your corporation's affairs and resolve all liabilities before filing. File the Certificate of Cancellation through the online business-endings service at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome. Complete final state tax filings—New Jersey does not require a separate tax-clearance certificate for corporate dissolution.

Forming the New LLC

After dissolution is complete, file Articles of Organization for your new LLC. The new entity receives a separate business ID and tax identification number. Your LLC must file an Annual Report by the last day of its anniversary month each year under N.J.S.A. 42:2C-26, with a $75 filing fee.

Key Considerations

Tax Implications
Consult a tax professional before proceeding. The IRS may treat this as a taxable liquidation and formation, potentially triggering capital gains or other tax consequences.

Asset Transfer
Transfer all corporate assets to the new LLC. Some contracts may require consent or renegotiation under the new entity's ownership.

Registered Agent
Your new LLC must have a registered agent and office in New Jersey. If you change agents during the process, add a $25 registered-agent change fee.

Timeline
Allow adequate time to wind down the corporation, resolve liabilities, and transfer licenses and permits to the new LLC.

Next Steps

  1. Consult a New Jersey business attorney to address liability and tax issues.
  2. File the Certificate of Cancellation online.
  3. Prepare and file Articles of Organization for the new LLC.
  4. Update registered agent information and principal business address.
  5. Transfer licenses, permits, and tax registrations to the new LLC.

Contact the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services at (609) 292-9292 or visit https://www.nj.gov/treasury/revenue/ for guidance.

This is general information, not legal advice.