Dissolving a company in New Jersey
The state-level facts for closing an LLC or corporation in New Jersey: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
New Jersey LLC
- Dissolution filing
- Certificate of Cancellation (domestic LLC, filed via the online Business Endings service) — filed with the New Jersey Division of Revenue and Enterprise Services. (official source)
- Filing fee
- $100 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- New Jersey annual report ($75)
- Annual reports must be filed until the business is formally closed, and the closure filing is blocked if annual reports are not current. (official source)
- Final state return
- Check the Final Return box on the current-year state tax return; if filing on paper, write Final across the top. Returns remain subject to audit until the statute of limitations expires. (official source)
Worth knowing
- The closure is filed through the online Business Endings service, which requires the 10-digit entity ID, the business type, and the month and year of original formation or authorization.
- A business that is revoked or voided for missing annual reports or tax non-compliance cannot use the online closure service until reinstated (reinstatement of charter is $75 plus outstanding obligations).
- Annual reports ($75 each) keep accruing until the cancellation is filed; being behind on them blocks the closure filing.
- The foreign LLC cancellation fee ($125) is higher than the domestic LLC cancellation fee ($100).
New Jersey corporation
- Dissolution filing
- Certificate of Dissolution (domestic for-profit corporation, filed via the online Business Endings service) — filed with the New Jersey Division of Revenue and Enterprise Services. (official source)
- Filing fee
- $75 (official source)
- Tax clearance before filing
- A Tax Clearance Certificate from the NJ Division of Taxation (Application Form A-5088-TC, $25 application fee, completed as part of the online dissolution filing) is required for standard dissolution methods (NJSA 14A:12-3 and 14A:12-4) and for corporations with outstanding tax obligations. (official source)
- Corporation Business Tax (CBT) and the New Jersey annual report ($75)
- All outstanding Corporation Business Tax obligations must be resolved before the Tax Clearance Certificate is issued; annual reports must stay current through the closure filing, and the final CBT return is filed with the Final Return box checked. (official source)
- Final state return
- Check the Final Return box on the current-year CBT return; if filing on paper, write Final across the top. Returns remain subject to audit until the statute of limitations expires. (official source)
Worth knowing
- Two dissolution methods skip tax clearance entirely: dissolving before commencing business (NJSA 14A:12-2) and dissolving without assets (NJSA 14A:12-4.1); the standard shareholder-approved methods both require clearance.
- The $25 tax clearance application fee is charged in addition to the $75 dissolution fee.
- Foreign corporation withdrawal requires a Tax Clearance Certificate; foreign LLC cancellation does not.
- The Tax Clearance Certificate is void 45 days after issuance, so the dissolution must be completed promptly once clearance arrives.
- The state publishes a warning page on the consequences of not dissolving a corporation: tax obligations continue to accrue until the corporation is formally dissolved.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.