Have you decided to stop transacting business with your New Jersey limited liability company? The state of New Jersey legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of New Jersey.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of New Jersey is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of New Jersey.
How to Dissolve a Domestic New Jersey LLC
To dissolve an LLC that is domestic to New Jersey, your business will need to have all annual reports filed and be in good standing with the state. If all of the annual reports have been filed, you can file for dissolution online using the New Jersey Department of the Treasury’s “Annual Reports and Change Services” site. If you prefer to file by mail, you can do so by printing off and completing the Certificate of Cancellation, and then filing this form with the New Jersey Division of Revenue. In either case, you must provide the following information:
- LLC name
- Business entity number
- Date of formation
- Effective date of dissolution
- Reason for dissolution
- Signature of authorized representative
Whether you choose to file online, in person, by fax, or by mail, you will need to pay the $100 filing fee. Checks should be payable to the “Treasurer, State of New Jersey.” If you’re filing by mail, you can send the documents and payment to this address:
NJ Division of Revenue
P.O. Box 308
Trenton, NJ 08646
When you file by mail, it takes the Division of Revenue about a week to process the dissolution paperwork. Online filings can be printed out immediately, and go into effect as soon as the Division of Revenue receives the necessary information and payment. If you file by fax or in person, you can expedite your order for $25 and they’ll process it within 8.5 business hours.
How to Dissolve a Foreign LLC in New Jersey
Do you need to dissolve a limited liability company based outside of New Jersey, but qualified to transact business within this state?
The process to dissolve a foreign LLC is the same as it is for a domestic one. You need to file all annual reports with the Division of Revenue first. You still have the option of filing for dissolution online here or filing the Certificate of Cancellation by mail. The only difference is that you will need to provide the state or jurisdiction in which your LLC was organized when you fill out the form.
The only other noteworthy difference between dissolving a domestic or foreign LLC in this state is that foreign entities need to pay $125 instead of $100, with checks made payable to the “Treasurer, State of New Jersey.” If you’re filing by mail, you can send the Certificate of Cancellation and the check to the same address:
NJ Division of Revenue
P.O. Box 308
Trenton, NJ 08646
Filing by mail takes about a week to be processed, while online filings are processed as soon as the Division of Revenue receives your information and payment. If you file by fax or in person, you can expedite your filing for $25 and they’ll process your filing within 8.5 business hours.
What Else Do I Need to Know About LLC Dissolutions in New Jersey?
You can only dissolve a New Jersey LLC if it is in good standing with the state, meaning that all taxes have been paid and all annual reports filed. If not, you will need to file for reinstatement before or at the same time that you file for dissolution.
If you voluntarily file for dissolution, the state protects your business name for up to one year. However, if your LLC is administratively dissolved, the name is not protected, meaning that somebody else could claim it. You will need to file all delinquent annual reports and pay any penalty fees in order to reinstate an administratively dissolved business in New Jersey.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
In New Jersey, both foreign and domestic LLCs can file for dissolution online or by mail using the same form.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a New Jersey LLC!