How to Dissolve a Corporation in NJ Do you want to know how to dissolve a corporation in NJ? There can be several reasons why you want to dissolve your corporation in New Jersey. Perhaps the corporation is not profitable or you want to move to something big. Because every state has different rules and regulations on dissolving corporations, New Jersey also has some particular conditions. To avoid legal complications, you need to dissolve your corporation properly while meeting all the state laws. In this guide, you will know the exact process of dissolving a corporation in New Jersey. In the end, we will also share the easiest way to dissolve a corporation in NJ.

How to Dissolve a Corporation in NJ: Step By Step

The term “dissolution” refers to the legal procedure by which a business entity registered with a state is formally dissolved, terminating its existence and protecting its assets from creditors and other claims.  Dissolving a corporation in New Jersey involves a few steps, like a Certificate of Dissolution and a creditor notice. Below, we outline in detail what must be done to dissolve a company in the state of New Jersey. 

1. File a Certificate of Dissolution

Conduct a meeting of stakeholders of the corporation prior to dissolution. After their consent, start the process of dissolution. New Jersey law requires that a Certificate of Dissolution be submitted to the state’s Division of Revenue. The corporation can acquire this Certificate from the Division of Revenue’s website. This Certificate of dissolution includes the corporation’s name and address, the date of dissolution, and the signature of an authorized person. After the Certificate of Dissolution, you’ll need to notify all creditors about the corporate dissolution by sending a notice to all known creditors and publishing a statement in a local newspaper.  After giving notice to your creditors, you must pay off all your obligations and fulfill all your commitments. The corporation must also file a final tax return with New Jersey’s State.  The filing of the Certificate of Dissolution effectively ends the corporate existence. And its authority to conduct business in New Jersey officially ceases.

2. File Certificate of Dissolution Online

Dissolving a New Jersey corporation online is easier. The corporation in New Jersey can do almost the whole dissolution process online. In case to know more about the details, you can search for Business Entity Status on the website of the Division of Revenue. To dissolve a corporation in NJ, you will need to get a tax clearance certificate.  You can fill out the online application here:

3. File Certificate of Dissolution Via Mail, Or In-Person

Dissolving a corporation in New Jersey requires filing a Dissolution Certificate with the state’s Department of Revenue. To file a Certificate through mail or in person, you can check out the form here: (Certificate of Dissolution – Before Commencing Business) Corporations that want to dissolve must also file an Application for a Tax Clearance Certificate and Estimated Summary Tax Return. On the other hand, there are many dissolution forms for domestic corporations. The corporation can find all the manuscripts on New Jersey’s Website, the Division of Revenue. Moreover, a corporation can’t fax a Certificate of Dissolution file.

Instructions for the Certificate of Dissolution Cover Letter

To obtain a Certificate of Incorporation through mail or in person in New Jersey, you also need to submit a cover letter to the Division of Revenue. The cover letter must include the below-mentioned information:
  • The corporation or a respective name that offers the dissolution form.
  • The filing description is “The Certificate of Dissolution.”
  • The Corporation ID number.
  • A request for the dissolution and specifying the effective date.The depository account number of the Division of Revenue New Jersey.

4. Tax Clearance Certificate of Dissolution in New Jersey 

To dissolve the corporation in Texas, you must fill out Form A-5088. A corporation can receive a Tax Clearance Certificate by filling out this form. The State of Texas requires all corporations to file a “Certificate of Tax Clearance” to prove that they have fulfilled their tax obligations. The tax clearance certificate is not required if your corporation has not commenced business in New Jersey. The New Jersey Division of Taxation is responsible for issuing this Certificate. This Certificate is valid for a specific period or the preceding calendar year. 

The Obligation of a Tax Clearance Certificate

Now, let’s look at a few obligations associated with a Tax Clearance Certificate in New Jersey:
  • The New Jersey Corporation’s clearance tax certificate requires filing with the board of directors before the expiration of the current policy.  
  • The director regulates the issuance of a conditional tax clearance certificate.  
  • Let’s assume the company is unable to get a tax exemption certificate. In that case, the director can fix a reasonable time for filing a tax clearance certificate for more than a fiscal year from the date of tax clearance is required. 

The Aftermath of the New Jersey Corporation Dissolution

In New Jersey, dissolving a company is a critical legal process. It terminates the corporation’s legal existence, though it takes a few months or even years to complete.  The dissolution of a corporation has wide-ranging effects, including on the corporation’s shareholders, employees, creditors, and customers. Moreover, anyone can use the name of the dissolved corporation. Therefore, it is crucial to have an in-depth familiarity with the dissolution procedure and its possible outcomes before taking any action. 

How to Dissolve a Foreign Corporation in New Jersey?

Dissolving a foreign corporation in New Jersey is identical to that of a domestic corporation, with a few additional changes. First, the corporation must file a Certificate of Cancellation with the Division of Revenue New Jersey.  The corporation must file a State’s Certificate of Dissolution in which the corporation is incorporated. You also need to file annual reports to the New Jersey Division of Revenue. Once these two forms have been filed, the corporation’s assets will be distributed to its shareholders, and the corporation will be officially dissolved.

What are the Major Factors That Lead to the Dissolution of a Corporation in the State of New Jersey?

There are several reasons why a New Jersey corporation may need to dissolve, including:  
  • The corporation has completed the purpose or mission for which it was formed.
  • The corporation is no longer profitable. In such a case, dissolution is the best way to protect the shareholders’ interests.
  • The shareholders have decided not to keep the company going any longer.
  • The corporation has been sued and is facing liquidation.
  • The corporation fails to meet its obligations and can’t comply with state laws.

Here’s How Goodbye Startup Can Make it Easier For You to Dissolve a Corporation in NJ

How to Dissolve a Corporation in NJ - Goodbye Startup Sometimes, dissolving a New Jersey corporation can be a complex and time-consuming process, especially if you are doing it for the first time. There is a lot of paperwork involved in the dissolution of the corporation. In case of any mistake, you can waste a significant amount of time and money. It’s best to get expert assistance. You can save time and money by availing of the corporation cancellation service from the experts at Goodbye Startup. While making sure you adhere to all legal standards, they will handle all the paperwork to dissolve your New Jersey corporation. Professionals at Goodbye Startup help entrepreneurs in New Jersey wind down their operations in conformity with federal and state law. If you contact them, they will assist you with dissolving your Corporation in a way that avoids any potential legal complications. Schedule a Free Consultation Call With Experts at Goodbye Startup by clicking here.  
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