How to Dissolve an LLC in New Jersey – LLC Cancellation 2024 (original) (raw)

dissolve an LLC

Dissolving a business often involves complex procedures. However, for a limited liability company in New Jersey, dissolving it takes a handful of paperwork. When an LLC is formed in New Jersey, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in New Jersey. LLCs must file the Articles of Dissolution with the New Jersey Secretary of State like the formation certificate was filed at the time of forming an LLC in New Jersey. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

How to Dissolve an LLC in New Jersey

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: New Jersey LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of New Jersey LLC requires three broad procedural steps. Having a New Jersey LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the New Jersey Secretary of State.

Step 1: Follow the LLC Operating Agreement in New Jersey

operating agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in New Jersey.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. New Jersey registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in New Jersey that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
	4/5 $0 + State Fees	Free LLC Formation Affordable Add-on services Other business solutions	Learn More

Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the New Jersey LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in New Jersey to file the BOI Report. The Beneficial Ownership Information (BOI) in New Jersey is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a New Jersey Certificate of Formation, one has to file New Jersey LLC Certificate of Formation. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

articles of organization

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the New Jersey Secretary of State physical office along with the state filing fee.
If you want to dissolve New Jersey Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	LLC Dissolution Online
Offline Applications	LLC Certificate of Dissolution
SOS Contact (if offline application is available)	New Jersey Division of Revenue, P.O. Box 308, Trenton, NJ 08646
Filing Time	8 to 9 working hours after receiving the documents. For online filing, it takes less time.
Filing Fee	95dissolutionfee+95 dissolution fee + 95dissolutionfee+25 tax clearance application fee

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in New Jersey

Apart from these three steps, no major dissolution rules are there in New Jersey. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in New Jersey include the formation as well as dissolution fees. To dissolve an LLC in New Jersey, LLCs have to file an Article of Dissolution. The filing fee is 95dissolutionfee+95 dissolution fee + 95dissolutionfee+25 tax clearance application fee. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in New Jersey, you can reinstate or revive the same within a given time. In New Jersey, the LLC name will be available up to 1 year. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in New Jersey if that is available. According to the New Jersey SOS, you can revive your LLC anytime as there is no time limit for reinstatement. but after a year the name will be gone so you need to file an amendment document..

Reasons Behind Dissolving an LLC in New Jersey

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in New Jersey, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in New Jersey

With the population of 9,438,124, New Jersey is one of the favorable places to start an LLC. According to several reports, starting an LLC for Healthcare and social assistance can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in New Jersey.

Healthcare and social assistance
Pet Grooming
Car Detailer
Financial Consultant Services
Bed and Breakfast Business

New Jersey LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your New Jersey LLC. Click on the steps in this list if you want to read the full details.

Follow Your New Jersey LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Certificate of Formation: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in New Jersey?

To dissolve an LLC in New Jersey, you must file a Certificate of Cancellation with the New Jersey Division of Revenue.

What is the filing fee for dissolving an LLC in New Jersey?

The filing fee for dissolving an LLC in New Jersey is $100.

Is there a specific form for dissolution of an LLC in New Jersey?

Yes, the form for dissolution of an LLC in New Jersey is called the Certificate of Cancellation.

Can I file the Certificate of Cancellation online in New Jersey?

No, you cannot file the Certificate of Cancellation online in New Jersey. It must be submitted by mail or in person.

How long does it take to dissolve an LLC in New Jersey?

The processing time for dissolving an LLC in New Jersey is typically 7-10 business days.

Do I need to provide a reason for dissolving my LLC in New Jersey?

No, you do not need to provide a reason for dissolving your LLC in New Jersey.

Do I need to notify creditors and vendors when dissolving my LLC in New Jersey?

Yes, you are required to notify creditors and vendors when dissolving your LLC in New Jersey.

What steps do I need to take to close my business tax account in New Jersey?

To close your business tax account in New Jersey, you must file a final return and pay any outstanding taxes.

Can I reopen my LLC after dissolving it in New Jersey?

Yes, you can reopen your LLC after dissolving it in New Jersey by filing a new Certificate of Formation.

What happens to any assets or debts of my LLC when I dissolve it in New Jersey?

Any remaining assets of your LLC after liabilities are settled will be distributed to the members according to their ownership interests.

Do I need to publish a notice of dissolution in New Jersey?

No, you do not need to publish a notice of dissolution in New Jersey.

Can I transfer my LLC to another state instead of dissolving it in New Jersey?

Yes, you can transfer your LLC to another state instead of dissolving it in New Jersey by filing a foreign registration in the new state.

Do I need to notify the IRS when dissolving my LLC in New Jersey?

Yes, you need to notify the IRS when dissolving your LLC in New Jersey by filing a final tax return.

Can I dissolve my LLC in New Jersey if it has outstanding debts?

Yes, you can dissolve your LLC in New Jersey even if it has outstanding debts, but you must settle those debts before distributing any remaining assets.

Do I need to notify the New Jersey Department of Labor and Workforce Development when dissolving my LLC?

Yes, you need to notify the New Jersey Department of Labor and Workforce Development when dissolving your LLC.

Are there any annual reporting requirements after dissolving an LLC in New Jersey?

No, there are no annual reporting requirements after dissolving an LLC in New Jersey.

Can I change my mind after filing the Certificate of Cancellation in New Jersey?

No, once the Certificate of Cancellation is filed in New Jersey, the dissolution process is final.

Do I need to notify the New Jersey Division of Revenue if I change my business address before dissolving my LLC?

Yes, you need to notify the New Jersey Division of Revenue if you change your business address before dissolving your LLC.

Can I dissolve my LLC in New Jersey if it is involved in a lawsuit?

Yes, you can dissolve your LLC in New Jersey even if it is involved in a lawsuit, but the legal proceedings will continue.

Can I dissolve my LLC in New Jersey if it has employees?

Yes, you can dissolve your LLC in New Jersey if it has employees, but you must comply with all state and federal labor laws.

What happens if I do not file the necessary paperwork to dissolve my LLC in New Jersey?

If you do not file the necessary paperwork to dissolve your LLC in New Jersey, you may still be responsible for taxes and annual fees.

Can I dissolve my LLC in New Jersey if it is still making a profit?

Yes, you can dissolve your LLC in New Jersey even if it is still making a profit, but you must distribute the profits to the members before dissolving.

Do I need to cancel my LLC’s licenses and permits when dissolving it in New Jersey?

Yes, you need to cancel your LLC’s licenses and permits when dissolving it in New Jersey to avoid any further obligations.

Can I dissolve my LLC in New Jersey if it is in a partnership with another business?

Yes, you can dissolve your LLC in New Jersey if it is in a partnership with another business, but you must notify the partner and settle any joint obligations.

Are there any publication requirements for an LLC dissolution in New Jersey?

No, there are no publication requirements for an LLC dissolution in New Jersey.

Can I re-register a dissolved LLC in New Jersey?

Yes, you can re-register a dissolved LLC in New Jersey by following the same filing process as starting a new LLC.

Do I need to obtain a tax clearance certificate before dissolving my LLC in New Jersey?

No, you do not need to obtain a tax clearance certificate before dissolving your LLC in New Jersey.

Can I dissolve my LLC in New Jersey if it is in default or has been administratively dissolved by the state?

Yes, you can dissolve your LLC in New Jersey even if it is in default or has been administratively dissolved by the state.

What is the process for dissolving an LLC in New Jersey?

To dissolve an LLC in New Jersey, you must first obtain the consent of all members and then file a Certificate of Dissolution with the New Jersey Division of Revenue.

Can I dissolve my New Jersey LLC online?

Yes, you can file the Certificate of Dissolution online through the New Jersey Division of Revenue’s website.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.