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Division of Taxation
DISSOLVE, CANCEL, OR WITHDRAW A BUSINESS

When a business entity is closing its operation in New Jersey, steps must be taken to remove the entity from the tax and public records. Technically, domestic corporations will dissolve, LPs/LLPs and LLCs (formed prior to 3/20/2013) will cancel and foreign corporations will withdraw. Domestic LLCs formed on or after 3/20/2013 are required to dissolve and terminate. Dissolution allows the LLC the opportunity to wind up their affairs before terminating. They also have the option to Dissolve/Terminate concurrently. In all cases, the business must be in good standing. In addition, a Tax Clearance Certificate must be issued for both domestic and foreign for-profit corporations with assets.

You may submit your request online. To enter the online system, you will need your 10 digit identification number, your business type (LLC, LP, corporation, etc.) and the month and year your business was originally formed or authorized to do business in New Jersey.

All business types EXCEPT for-profit corporations will be able to complete the entire process online. If your business is a for-profit corporation, you will be required to request a tax clearance certificate. An application and instructions for requesting a tax clearance certificate will be provided during the online session. You will be asked to print the tax clearance request application and mail it to the Division of Taxation. You will be notified of the completion of the dissolution after the Division of Taxation issues the required tax clearance certificate.

The dissolution/cancellation/withdraw will be considered effective when all online information, payments and, in the case of for-profit corporations, tax clearance certificates have been received. If you have any questions concerning the tax clearance certificate or the resolution of tax issues, please call the Division of Taxation at 609.292.6400 for assistance. Please note that the issuance of the Tax Clearance Certificate is a lengthy process and may take several months. Other questions regarding this process should be directed to the Division of Revenue by e-mail or by calling 609.292.9292.

The forms for the closure of operations in New Jersey may be downloaded here.

Last Updated: Tuesday, 05/28/13


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