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New Jersey Dissolution Package to Dissolve Corporation
Nj Dissolution Corporation Without Assets
Description Dissolution Dissolve Corporation
How to fill out Plan Of Dissolution Nj Sample?
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Plan Of Dissolution Template FAQ
It will cost $120 to dissolve a New Jersey Corporation. This includes the $95 dissolution filing fee and the $25 tax clearance fee. If you pay with a credit card, there's an additional $3 processing fee. There is an additional $15 fee for 8.5 business hour over the counter expedited processing of dissolution documents.
When a company is dissolved (or closes), the assets must be liquidated (i.e., sold). The process often involves an auction of the company's non-cash assets, liquidation sale over time or an complete sale to a buyer.
You can file a Certificate of Dissolution by mail, in person, or online. It is easy to dissolve a New Jersey corporation online, by using the New Jersey Division of Revenue Online Business Endings and Cancellation Service (see link below).
Withdraw Your DBA You can cancel your trade name in Middlesex County by filing the dissolution of a business certificate form. The filing fee is $25 if the form is already notarized or $31 if you get it notarized at the clerk's office.
Corporations ending business in New Jersey can dissolve, cancel, or withdraw online. Go to njportal.com/dor/annualreports and select ?Close a Business.? Businesses that choose to complete a paper application must submit all of the following: Appropriate dissolution/withdrawal/cancellation form.
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Plan Of Dissolution Nj Sample Interesting Questions
Dissolving a corporation means to legally terminate the existence of a business entity, ensuring it no longer operates or conducts any business activities.
Yes, to dissolve a corporation in New Jersey, you need to fulfill certain requirements such as filing a Certificate of Dissolution with the New Jersey Division of Revenue and Enterprise Services.
Yes, you can dissolve a corporation without assets in New Jersey. The dissolution process remains the same regardless of whether your corporation has assets or not.
Dissolving a corporation is crucial to formally end its legal obligations and liabilities. It prevents any potential issues or future claims against the corporation.
Yes, there is a filing fee associated with dissolving a corporation in New Jersey. The fee varies and is determined by the New Jersey Division of Revenue and Enterprise Services.
The steps typically include preparing a Certificate of Dissolution, paying the applicable filing fee, submitting the form to the New Jersey Division of Revenue and Enterprise Services, and fulfilling any additional requirements or notifications.
Yes, you need to complete and file a Certificate of Dissolution (Form C-150G) with the New Jersey Division of Revenue and Enterprise Services to dissolve a corporation without assets.
The time taken to dissolve a corporation without assets in New Jersey may vary. It typically depends on the efficiency of processing by the New Jersey Division of Revenue and Enterprise Services.
There isn't a strict timeline for dissolving a corporation without assets in New Jersey. However, it is recommended to initiate the dissolution process as soon as you conclude that your corporation no longer requires existence.
While it is possible to dissolve your corporation without assets on your own, seeking legal assistance can ensure that you fulfill all the necessary requirements and properly complete the dissolution process.
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Statutory Reference:
NEW JERSEY PERMANENT STATUTES, 14A:12-1 through 14A:12-19
A New Jersey corporation may be dissolved:
A corporation may be dissolved by action of its incorporators when there has been no organizational meeting of the board, or by the board if there has been an organization meeting, if the corporation
Dissolution - Action of the Shareholders
A corporation may be dissolved by the consent of all its shareholders entitled to vote on the issue of dissolution. Notice of dissolution must be provided to all shareholders not entitled to vote less than 10 nor more than 60 days before the filing of the certificate of dissolution. Notice must be in the same manner as for the giving of notice of meetings of shareholders. All shareholders entitled to vote must sign and file a Certificate of Dissolution with the Secretary of State.
Dissolution - Action of Board and Shareholders;
A corporation may be dissolved by action of its board and its shareholders. The board must recommend that the corporation be dissolved and direct that the question of dissolution be submitted to a vote at a meeting of shareholders.
Written notice of the meeting must be given not less than 10 nor more
than 60 days before the meeting to each shareholder of record whether or
not entitled to vote at such meeting and notice must be in the same manner
as for the giving of notice of meetings of shareholders.
At the meeting, a vote of the shareholders must be taken on the proposed
dissolution. The dissolution is approved upon receiving the affirmative
vote of a majority of the votes cast by the holders of shares of the corporation
entitled to vote thereon. These voting requirements are subject to
such greater requirements as may be provided in the certificate of incorporation.
If dissolution is approved, a certificate of dissolution must be executed on behalf of the corporation and filed with the Secretary of State.
Dissolution - Without Assets
A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or by a corporate officer if the corporation
Dissolution - Provisions of Certificate of Incorporation
The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In this event, dissolution of the corporation is effected by the filing of a certificate of dissolution with the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series.
Dissolution - Expiration of Period of Duration
A corporation is not dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution has been filed in the office of the Secretary of State
Effective Time of Dissolution
A corporation is dissolved:
Except as a court may otherwise direct, a dissolved corporation continues its corporate existence but cannot carry on any business except for the purpose of winding up its affairs by:
When a corporation is dissolved, the corporation, its officers,
directors and shareholders continue to function in the same manner as if
dissolution had not occurred. In particular,
A dissolved corporation may condition the payment to its shareholders
At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county in which the registered office of the corporation is located. The notice must state that all persons who are creditors of the corporation must present written proof of their claims to the corporation or the receiver at a place and on or before a date named in the notice. The date must not be less than 6 months after the date of the first publication.
On or before the date of the first publication of this notice, the corporation or the receiver must mail a copy of the notice to each known creditor of the corporation.  The giving of such notice does not constitute recognition that any person to whom a notice is directed is a creditor of the corporation other than for the purpose of receipt of the notice.
A "creditor" is any person to whom the corporation is indebted, and any other person(s) who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured.
Proof of the publication and mailing of the notice must be made by an affidavit filed in the office of the Secretary of State.
Barring of Creditors' Claims
Any creditor who does not file a claim as provided in the notice, and all persons claiming through that creditor are forever barred from suing on that claim or otherwise enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow:
Disposition of Rejected Claims
If the corporation or the receiver of a corporation rejects in whole or in part any claim filed by a creditor, the corporation or the receiver must mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time such notice was mailed, the creditor and all those claiming through the creditor are forever barred from suing on the claim. Proof of the mailing of a notice of rejection of claim must be made by an affidavit filed in the office of the Secretary of State.
Jurisdiction of the Superior Court
At any time after a corporation has been dissolved in any manner, a or a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court.
Distribution to Shareholders
Any assets remaining after payment of or provision for claims against the corporation are distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind.
Disposition of Unclaimed Distributive Shares
The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, are paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.
Dissolution Upon Liquidation
No corporation is completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.
Statutory Reference:
NEW JERSEY PERMANENT STATUTES, 14A:12-1 through 14A:12-19
A New Jersey corporation may be dissolved:
A corporation may be dissolved by action of its incorporators when there has been no organizational meeting of the board, or by the board if there has been an organization meeting, if the corporation
Dissolution - Action of the Shareholders
A corporation may be dissolved by the consent of all its shareholders entitled to vote on the issue of dissolution. Notice of dissolution must be provided to all shareholders not entitled to vote less than 10 nor more than 60 days before the filing of the certificate of dissolution. Notice must be in the same manner as for the giving of notice of meetings of shareholders. All shareholders entitled to vote must sign and file a Certificate of Dissolution with the Secretary of State.
Dissolution - Action of Board and Shareholders;
A corporation may be dissolved by action of its board and its shareholders. The board must recommend that the corporation be dissolved and direct that the question of dissolution be submitted to a vote at a meeting of shareholders.
Written notice of the meeting must be given not less than 10 nor more
than 60 days before the meeting to each shareholder of record whether or
not entitled to vote at such meeting and notice must be in the same manner
as for the giving of notice of meetings of shareholders.
At the meeting, a vote of the shareholders must be taken on the proposed
dissolution. The dissolution is approved upon receiving the affirmative
vote of a majority of the votes cast by the holders of shares of the corporation
entitled to vote thereon. These voting requirements are subject to
such greater requirements as may be provided in the certificate of incorporation.
If dissolution is approved, a certificate of dissolution must be executed on behalf of the corporation and filed with the Secretary of State.
Dissolution - Without Assets
A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or by a corporate officer if the corporation
Dissolution - Provisions of Certificate of Incorporation
The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In this event, dissolution of the corporation is effected by the filing of a certificate of dissolution with the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series.
Dissolution - Expiration of Period of Duration
A corporation is not dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution has been filed in the office of the Secretary of State
Effective Time of Dissolution
A corporation is dissolved:
Except as a court may otherwise direct, a dissolved corporation continues its corporate existence but cannot carry on any business except for the purpose of winding up its affairs by:
When a corporation is dissolved, the corporation, its officers,
directors and shareholders continue to function in the same manner as if
dissolution had not occurred. In particular,
A dissolved corporation may condition the payment to its shareholders
At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county in which the registered office of the corporation is located. The notice must state that all persons who are creditors of the corporation must present written proof of their claims to the corporation or the receiver at a place and on or before a date named in the notice. The date must not be less than 6 months after the date of the first publication.
On or before the date of the first publication of this notice, the corporation or the receiver must mail a copy of the notice to each known creditor of the corporation.  The giving of such notice does not constitute recognition that any person to whom a notice is directed is a creditor of the corporation other than for the purpose of receipt of the notice.
A "creditor" is any person to whom the corporation is indebted, and any other person(s) who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured.
Proof of the publication and mailing of the notice must be made by an affidavit filed in the office of the Secretary of State.
Barring of Creditors' Claims
Any creditor who does not file a claim as provided in the notice, and all persons claiming through that creditor are forever barred from suing on that claim or otherwise enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow:
Disposition of Rejected Claims
If the corporation or the receiver of a corporation rejects in whole or in part any claim filed by a creditor, the corporation or the receiver must mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time such notice was mailed, the creditor and all those claiming through the creditor are forever barred from suing on the claim. Proof of the mailing of a notice of rejection of claim must be made by an affidavit filed in the office of the Secretary of State.
Jurisdiction of the Superior Court
At any time after a corporation has been dissolved in any manner, a or a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court.
Distribution to Shareholders
Any assets remaining after payment of or provision for claims against the corporation are distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind.
Disposition of Unclaimed Distributive Shares
The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, are paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.
Dissolution Upon Liquidation
No corporation is completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.