How to Dissolve an LLC in New Jersey | LLC Closing Guide


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To dissolve a limited liability company one has to take up a set of required steps. In New Jersey, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in New Jersey, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.

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If you have an LLC in NJ (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of New Jersey LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed 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. Here are the steps to address for dissolving New Jersey LLC.

How to Dissolve an LLC in New Jersey

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

Step 1: Follow Your New Jersey LLC 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.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. The 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 we strongly recommend for you.

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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 account, 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 until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further 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. If you want to do the accounting yourself or make accounting easy, try FreshBooks.

Tax clearance

While dissolving the New Jersey LLC, the owner does not require 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 LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

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 Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

  • First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of New Jersey state.
  • You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
  • In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
  • If you want to dissolve New Jersey Foreign LLC then look for the Foreign LLC Dissolution process.
  • There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
  • 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.
  • It takes 3-5 business days after filing of articles of dissolution if you are filing it by email or online.

Online FIling: New Jersey LLC Certificate of Cancellation

Filing Fee: $128 by Credit Card & $126 By eCheque


The LLC you owned 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 that he accepts your expedited dissolutions or not.


Points to Be Noted When Dissolving New Jersey LLC

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

There are some purposes of LLC that 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 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 cost in New Jersey includes 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 $128. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,

  • You can select a payment pick-up option.
  • There is an option of 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 state will make.

After Dissolving Your LLC

After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your New Jersey LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in New Jersey. A registered agent can help you do the needful.

Reasons Behind Dissolving New Jersey LLC

Having an LLC is the best thing. A time can still come that it will be necessary to dissolve an LLC in New Jersey. It won’t be just because you didn’t make full efforts, and it can be because of the economy. There are plenty of reasons why it can be necessary. Are you interested in knowing these decisions? Here, take a look at some of them, 

  • It can happen if there is a lot of competition in the market. 
  • The owners can shut the company due to fewer profits.
  • The reason can be an inadequate expenditure of the company’s money. 
  • If the company is not depositing its due amounts, it will need to dissolve the company. 
  • If one of the company’s owners is bankrupt, it will be critical to dissolve. 

Top Businesses in New Jersey!

In the economy of New Jersey, it is a critical thing to make a better choice of the industry. There are so many sectors in the economy of this state that it can take a lot of research. But for sure, it is not something that everyone can do adequately. So if you want to start an LLC in New Jersey,  it is better to have all the info. Here, let’s get through the information of some of the top industries, 

  1. Finance: There are commercial real estate sectors like office buildings and factories, and insurance sectors. All these sectors are the ones that increase the productivity of the state. With the help of these services, the industry can make a better economy for New Jersey. The amount turned out to be $109.49 billion in total. 
  2. Business services: There are some private sectors for health care, some hotels, and casinos too. They induce the betterment of society and increase the cash receipts. With the help of these services, the industry can make better money. They contribute $97.73 billion to the GDP, too, as it has a lot of production. 
  3. Manufacturing: The leading manufacturing product of the state is chemicals. They make the pharmaceutical drugs for and trade them too. There are so many other products that are under this particular category. The products are shampoos, perfumes, lotions, etc. the contribution came up to be a lot which is $49.88 billion to the GDP.

New Jersey LLC Dissolution Review

Time needed: 5 minutes.

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 detail.

  1. 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.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. File Articles of Dissolution

    File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.

What is the Cost to Dissolve an LLC in New Jersey

To dissolve an LLC in New Jersey you need to file the Certificate of Cancellation with the New Jersey Division of Revenue & Enterprise Services through mail or online for $128 by credit card or $126 by echeck.

Whether you’re preparing to sell your business or you’ve already decided to dissolve it, you need to understand the legal process. This can include identifying your liabilities, determining a valuation for your business, and wrapping up your financial obligations. You can also use this process to settle any pending civil cases. You will need to file official documents to close your business, and you should contact the New Jersey Department of Revenue to learn how to do so.

To dissolve a New Jersey LLC, you must submit a document and pay the appropriate fees. Typically, you will need to pay about $100 to $150. This includes the fee to file Articles of Dissolution with the New Jersey Secretary of State. You can also hire a professional to help with the process.

If your LLC is not in good standing, it must be reinstated before it can be dissolved. In addition to paying reinstatement fees, you’ll also need to pay all of your delinquent annual reports. If you revoke your LLC, you’ll also have to pay a $75 reinstatement fee.

The cost of dissolving a New Jersey LLC varies depending on the circumstances of your business. Generally, it takes longer to dissolve a larger company than it does to dissolve a smaller one. For example, a mail-in filing will take a few weeks to process, while an online filing will be approved immediately. If you need to file an expedited dissolution order, you can pay a $25 fee. This will result in your filing being processed in as little as 8.5 business hours.

The cost of dissolving an LLC in New Jersey can also include taxes, penalties, and other administrative costs. To ensure you have a clear tax clearance certificate, you’ll need to file a tax clearance request application with the Division of Taxation. This can be done online, by mail, or in person. You’ll also need to pay the necessary tax clearance certificate fee.

You can also dissolve your LLC in New Jersey using an operating agreement. An operating agreement is a written document that defines the rules for operating your business. It will also provide guidance on how to dissolve your LLC. The rules will vary by operating agreement, but in general, you’ll need to complete all the requirements in the operating agreement before you can dissolve your business.

If you’re planning to dissolve a New Jersey LLC, you may want to consider using an LLC Operating Agreement Template. These templates will help simplify the dissolution process. You may also want to work with a Certified Public Accountant to ensure that your dissolution is handled correctly. The best way to dissolve a company is to ensure that you follow all legal requirements. There are many advantages to using a limited liability company to start your business. You may want to choose this structure if you want to be able to run your business yourself. It can also help protect your personal assets.

F.A.Qs

Is there any filing fee the LLC owner has to pay for dissolving their LLC?

Yes, in New Jersey, there is a fee of $128 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the New Jersey SOS.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of New Jersey accepts the dissolution form.

Can someone else take the name I use for my LLC?

The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.

Are there any fees for the probate judge who is taking the dissolution decisions?

Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.

In Conclusion

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. Get a professional service to get everything done. We hope this article helps you to close your LLC in New Jersey. If you have any query do let us know in the comment box. 

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