How Do I Dissolve an LLC in New Jersey?
FAQ
Q: How do I dissolve an LLC in New Jersey?
A: Wind up your LLC's affairs and resolve all liabilities. File a Certificate of Cancellation through New Jersey's online business-endings service at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome. The filing fee is $100. Complete final tax filings before submission. New Jersey does not require a separate tax-clearance certificate. The process is governed by N.J.S.A. 42:2C-48 to N.J.S.A. 42:2C-51.
Steps to Dissolve Your LLC
1. Wind Up Affairs
Settle all outstanding business obligations, pay creditors, and distribute remaining assets to members according to your operating agreement. Resolve or provide for all liabilities before filing the Certificate of Cancellation.
2. Complete Final Tax Filings
File all final state tax returns and close related tax accounts with the New Jersey Department of the Treasury. While New Jersey does not require a separate tax-clearance certificate for LLC dissolution, completing final tax obligations is mandatory.
3. File the Certificate of Cancellation
Submit your Certificate of Cancellation through New Jersey's online business-endings service. The $100 filing fee applies. The system verifies your LLC is in good standing before accepting the filing. Your LLC must have current annual reports and no outstanding penalties.
4. Confirm Dissolution
Once processed, your LLC is officially dissolved.
Key Considerations
Good Standing Requirement
Your LLC must be in good standing to file. Annual reports are due by the last day of your anniversary month each year. If your LLC is inactive or has missed two consecutive annual reports, reinstate it before dissolving (N.J.S.A. 42:2C-48).
No Tax Clearance Needed
Unlike some states, New Jersey does not require a tax-clearance certificate. However, ensure all final tax obligations are satisfied independently before filing.
Contact Information
For questions about dissolution, contact the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services:
- Phone: (609) 292-9292
- Address: PO Box 308, Trenton, NJ 08646-0308
- Online Filing: https://www.njportal.com/DOR/BusinessFormation/Home/Welcome
This is general information, not legal advice.