What Happens If My LLC Is Dissolved by New Jersey?

New Jersey dissolves an LLC by revoking its authority when the business fails to file annual reports for two consecutive years under N.J.S.A. 42:2C-26. Once dissolved, your LLC loses legal standing to conduct business in the state. You cannot operate, sign contracts, or hold property in the company's name. Reinstatement requires filing all delinquent annual reports and paying a $75 reinstatement fee.

Automatic Dissolution Trigger

Your LLC faces involuntary dissolution if you miss annual report filings for two consecutive years. New Jersey's Division of Revenue and Enterprise Services initiates this action automatically—no court involvement required. The state places your entity on an inactive list or revokes its authority without sending formal notice beforehand.

Annual reports are due by the last day of your formation month each year, beginning the year after your LLC was formed under N.J.S.A. 42:2C-26.

Consequences of Dissolution

A dissolved LLC cannot legally operate, sign contracts, or conduct business in New Jersey. Members lose liability protection and remain personally liable for company debts. The business cannot file tax returns or maintain registered agent status. Creditors may pursue claims directly against you. Your business name becomes available for other entities to use.

How to Reinstate

Reinstatement requires three steps:

File all delinquent annual reports covering each year you missed. Each report costs $75.
Pay the $75 reinstatement fee to restore active status.
Use the online reinstatement service at https://www.njportal.com/DOR/BusinessFormation/Home/Welcome.

If your registered agent or office address has changed, add a $25 registered-agent change fee.

The state's online portal checks whether your LLC is in good standing before accepting reinstatement. Once approved, your LLC regains legal authority to operate in New Jersey.

Prevention Strategy

File your annual report by the last day of your formation month each year. The $75 filing fee is far less costly than reinstatement complications and personal liability exposure.

Contact Information

New Jersey Department of the Treasury
Division of Revenue and Enterprise Services
33 West State St., 5th Floor
Trenton, NJ 08608
Phone: (609) 292-9292
Website: https://www.nj.gov/treasury/revenue/

Check your LLC's status using the business-search tool at https://www.njportal.com/DOR/BusinessNameSearch/Search/BusinessName before filing reinstatement.

This is general information, not legal advice.