How to Dissolve an LLC in New Jersey

By Laura Payet

How to Dissolve an LLC in New Jersey

By Laura Payet

To dissolve a limited liability company (LLC) in New Jersey, you must file a certificate of cancellation or dissolution with the state Division of Revenue, pay the required fees, and wind up the company's remaining business. If you cease business operations but fail to dissolve, the LLC retains its obligation to file annual reports and pay taxes. If you don't file the reports or pay the taxes, the state can revoke your LLC while the taxes, potentially along with penalties and fees, will continue to accrue until paid. In addition, the LLC may continue to remain liable to creditors.

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1. Be sure your LLC is in good standing.

New Jersey law permits only organizations that are in good standing to dissolve. To be in good standing, the LLC must be current on any required annual reports, tax returns, and tax payments. If your LLC has been revoked, you must reinstate it before you can dissolve it.

2. Complete the required form and file it with the Division of Revenue.

According to the New Jersey Department of the Treasury's website, an LLC formed before March 20, 2013, must be canceled, while an LLC formed on or after that date must be dissolved. You can complete this process through the online Annual Reports and Change Services or by submitting the required forms in person or via mail. To cancel an LLC, you file a Certificate of Cancellation (Form L-109), while to dissolve one you file a Certificate of Dissolution (Form L-110). State law also requires you to file a Certificate of Termination (Form L-110A) once the company's affairs are concluded (see Section 3 below.) You can find the forms here, but be aware that some of the links are faulty at the time of this writing. You may want to consult an online service provider for assistance with the process.

To access the online system, you need your LLC's ten-digit identification number, your business type (LLC), and the month and year your business was originally formed or authorized to do business in New Jersey. The Division of Revenue can provide this information if you can't locate it. You must also pay the required fees. If you use the online system, you may pay with a credit card or electronic check. Although corporations must obtain a certificate of tax clearance, this requirement does not apply to LLCs. The cancellation or dissolution takes effect when the Division of Revenue receives all the required information and fees.

3. Wind up the company's affairs.

In addition to dissolving the LLC, you must also wind up its business affairs, including satisfying all the company's debts and obligations and distributing all its assets according to the operating agreement or state law. New Jersey law specifies that an LLC continues after dissolution for a reasonable period of time only for the purpose of winding up its activities. These activities must include:

  • discharging the company's debts, obligations, and liabilities
  • settling and closing the company's activities
  • marshaling and distributing the company's assets
  • filing Form L-109 or Form L-110
  • prosecuting and defending any outstanding civil, criminal, or administrative proceedings
  • transferring the company's property
  • settling disputes by mediation or arbitration
  • filing Form L-110A stating the name of the company and that the company is terminated

Although not required by the statute, it is often a good idea to give your creditors notice that you are closing up shop. Note that New Jersey law contains specific requirements for giving notice that are beyond this article's scope. You may wish to consult an attorney before attempting this step.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.