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Division of Taxation
DISSOLUTION
GUIDELINES
To dissolve, withdraw or cancel a business, you must submit the appropriate documentation along with all required fees for your type of business. Select from the following and complete the appropriate form for your business entity.

  • C-159D Domestic profit corporations. Dissolution without a meeting of the shareholders.


  • C-159S Domestic profit corporations. Dissolution pursuant to action of the board and with a meeting of the shareholders.


  • C-159B Domestic non-profits. Domestic profit corporations will also use this form when a Tax Clearance Certificate is applied for separately.


  • C-159A Domestic profit and non-profit corporations before commencing business


  • C-159C Domestic profit corporations without assets


  • C-124P Foreign profit corporations.


  • C-124 Foreign non-profits. Foreign profit corporations will also use this form when a Tax Clearance Certificate is applied for separately.


  • LP-103 Domestic LPs


  • LP-103A Foreign LPs


  • L-109 Domestic and Foreign LLCs


  • L-209 Domestic and Foreign LLPs

The fee varies based on entity type and is reflected on the instructions for the individual form. Payment may be made by credit card or a check made payable to the "Treasurer, State of New Jersey".

Corporations are subject to the following additional filings:
  • Estimated final return (Form A-5052-TC) with a separate check made payable to the "State of New Jersey". Required for all profit and non-profit corporations subject to the Corporation Business Tax.


  • Request for Tax Clearance certificate (Form A-5088-TC) - required for all for-profit corporations with assets.

The dissolution form and fee payment along with the Tax Clearance Application and the estimated final return if required are to be submitted together as a package to the NJ Division of Revenue, Business Liquidations, PO Box 308, Trenton, NJ 08646. If you are using a courier or over the counter service, the address is NJ Division of Revenue, 33 West State Street, 5th Floor, Trenton, NJ 08608, Attn: Business Liquidations.

If all the necessary forms and payments are not included with the submission or the forms are improperly completed, the documents will be returned, causing a delay in the process and altering the dissolution date. The date of dissolution is the date that all properly completed forms and payments are received and if required, a Tax Clearance Certificate is issued.

Questions concerning the Tax Clearance Certificate or the resolution of tax issues may be directed to the Division of Taxation at 609.292.6400 for response. Assistance with other questions regarding this process may be forwarded to the Division of Revenue by e-mail or by calling 609.292.9292.

A business must be in good standing before the dissolution, withdrawal or cancellation can be processed. If your business has been voided, you will need to reinstate the business. The forms and fees for both reinstatement and dissolution may be submitted together and the processes will be performed concurrently. You may check the status of your business online. There is a $5.00 fee for this report. All annual report obligations should be satisfied prior to the submission of dissolution paperwork.
Last Updated: Friday, 12/30/11


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