New Jersey requires a business entity to file the proper paperwork with the New Jersey Department of the Treasury before it closes operations. This process allows the state to remove the organization from public and tax records. Officially, limited liability companies, or LLCs, cancel their formation, as opposed to corporations, which dissolve. Regardless, the procedures are similar. Failure to cancel your LLC will cause your file to be submitted to the Special Procedures Branch for collection of outstanding liability.
Fulfill any outstanding annual report obligations you may still have with the New Jersey Division of Revenue. Such obligations must be completed before application for cancellation is submitted. Annual reports are necessary to maintain active status and must be submitted electronically at the Division of Revenue website. LLCs must also pay the appropriate fees for the report. In 2010, the fee was set at $50.
Obtain a Certificate of Cancellation form for a limited liability company from the New Jersey Division of Revenue website or local office. The form is labeled "L-109."
Enter the name of your LLC in the appropriate box. The name should be the same as it appears on State Treasury records.
Fill in your LLC's business entity number. The business entity number is 10 digits and was issued to you by the state of the New Jersey when the organization was first established. Call the New Jersey Division of Revenue if you have misplaced this information.
Enter the date your LLC was first formed.
Specify what date you would like to officially dissolve your company. The date cannot be before, on or 30 days after the Certificate of Cancellation has been filed. The filing date is merely the date the document was received by the New Jersey Division of Revenue.
State the reason you are canceling your LLC on the Certificate of Cancellation form.
Sign the document verifying your authority to complete the Certificate of Cancellation on the LLC's behalf.
Attach the appropriate Certificate of Cancellation fee. In 2010, the fee for domestic LLCs was $100 and $125 for foreign LLCs.
Submit the document online or at a local Department of the Treasury office.
Print and complete a tax clearance request application, if your LLC is a for-profit corporation, from the New Jersey Division of Taxation website or local office. You will not be able to receive a completion of dissolution notice until the Division of Taxation has issued a tax clearance certificate. The certificate will clear your organization from having to pay taxes.
- New Jersey Division of Revenue: Instructions for Form L-109 Certificate of Cancellation -- Domestic and Foreign Limited Liability Companies
- State of New Jersey: Department of the Treasury -- Division of Revenue
- New Jersey Division of Revenue: Dissolve, Cancel, or Withdraw a Business
- New Jersey Division of Taxation: Consequences of Not Dissolving a Corporation