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New Jersey Dissolution Package to Dissolve Corporation
Nj Dissolution Dissolve
Description Dissolution Dissolve Corporation
New Jersey Dissolve Related forms
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Nj Dissolve Corporation Other Form Names
Plan Of Dissolution Template FAQ
After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets.Assets used as security for loans must be given to the bank or creditor that extended the loan, or you must pay off the loan before selling such assets.
New Jersey requires you to obtain tax clearance before you can dissolve your corporation. You must file a Department of the Treasury (DOT) Form A-5088-TC (Application for Tax Clearance Certificate) with the DOT's Division of Taxation. There is a $25 fee to file the application.
Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formationusually the secretary of state.
New Jersey requires business owners to submit their Certificate of Cancellation by mail or online. You can also have a professional service provider file your Articles of Dissolution for you. Incfile prepares the Articles of Dissolution for you, and files them to the state for $149 + State Fees.
The corporation should be wound up, adopt a plan of dissolution, pay or make provision for payment of creditors, obtain a tax clearance certificate from the state, file 'final' tax returns, withdraw from other states in which it has qualified to do business, and dissolve, said Stuart Pachman, an attorney with Brach
Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.
There is no fee to file the certificate of dissolution. However, there is a non-refundable $15 special handling fee for processing documents delivered in person at the Sacramento SOS office. It can take the SOS many weeks to process a certificate. However, expedited service is available for an additional fee.
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.
When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.
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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.