Selling or Ending Your Business
How to Dissolve an LLC in New Jersey
Dissolving a New Jersey LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your New Jersey LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
New Jersey requires several steps to dissolve an LLC. First of all, you must obtain a tax clearance certificate. This requires that your LLC be in good standing with the New Jersey Division of Revenue. Questions about taxes should be referred to the NJ Division of Taxation.
You are responsible for taking the necessary actions to notify creditors prior to dissolving a New Jersey LLC and winding up the company. You will need to make arrangements to pay all LLC liabilities, debts and obligations. Also, all annual report obligations must be filed prior to dissolution.
You must submit a certificate of dissolution and termination or a certificate of cancellation to the NJ Division of Revenue. The certificate of dissolution and termination is available online for download and there is a fee for filing. By filing these articles, you are formally terminating the LLC’s status as a business entity registered directly with the state. This is also referred to as the formal process of dissolution.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your New Jersey LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your New Jersey LLC is not protected. Other entities may be eligible to use the name immediately.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of New Jersey. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.