Dissolve a New Jersey LLC or corporation
File with the New Jersey Department of the Treasury. Some companies also need a tax sign-off.
The catch
A corporation's dissolution only counts once the Division of Revenue receives the Division of Taxation's clearance certificate, and the state says that can take several months.
How to close a company in New Jersey
Get the tax sign-off
New Jersey lets LLCs skip tax clearance and makes most corporations stand in line for it.
Wind up the business
Hold the vote your governing documents and New Jersey law require. Pay or set aside what you owe, in the order your lawyer advises.
File with the New Jersey Department of the Treasury
LLC: Form L-109, $100. corporation: Form C-159D, $120.
Pick how to file
Online, by mail or in person. No fixed time is published.
Check your records
Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.
Facts and sources
| Fact | What we found | Source |
|---|---|---|
| Filing office | New Jersey Department of the Treasury, Division of Revenue and Enterprise Services, 609-292-9292 | nj.gov |
| corporation: dissolve | Form C-159D: Application for Dissolution, Without a Meeting of Shareholders (domestic profit corporations, N.J.S.A. 14A:12-3) Fee: $120 Full notesHow to file: Online through the Division's Business Endings service on njportal.com. Paper filers mail to PO Box 308, Trenton, or deliver to 33 West State Street, 5th floor, Trenton. Checks go to the Treasurer, State of New Jersey. | nj.govnj.gov |
| LLC: cancel | Form L-109: Certificate of Cancellation (domestic and foreign limited liability companies, Title 42) Fee: $100 Full notesHow to file: The Division's Business Endings page lists an online service for LLCs. The instruction sheet describes paper filing in duplicate to PO Box 308, Trenton, with a check to the Treasurer, State of New Jersey. | nj.govnj.gov |
| Tax clearance | Varies. New Jersey Division of Taxation. Application for Tax Clearance Certificate Form A-5088-TC. Request form A-5052-TC. | nj.govnj.govnj.govnj.gov |
| Before you file |
Full notes
| nj.gov |
| Reports and final return | Good standing, including annual reports, is checked automatically by the online service before you can file. | nj.gov |
| How long it takes | Varies. No fixed time is published. | nj.gov |
| Other tax stops |
| nj.govnj.gov |
Fees and form numbers change, so check the source before you file.
A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
Questions people ask
How much does it cost to close a New Jersey LLC or corporation?
LLC (Form L-109): $100. corporation (Form C-159D): $120. Fees change, so check the source link before you pay.
Do I need tax clearance to close a New Jersey company?
It depends on the business type. A corporation's dissolution only counts once the Division of Revenue receives the Division of Taxation's clearance certificate, and the state says that can take several months.
Where do I file in New Jersey?
File with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services. You can file online, by mail or in person.
How long does it take to close a company in New Jersey?
New Jersey publishes no fixed processing time that we could find.
What happens to my Slack, email and CRM when I close?
Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.
Is this legal advice?
No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.
