The process of Legally Closing a Corporation in New Jersey is called Dissolution.  After a New Jersey Corporation has been Dissolved, it ceases to be Legally Active in the New Jersey Department of Treasury's records and may no longer Legally conduct business in the state of New Jersey.

A New Jersey Corporation is created when the NJ Department of Treasury approves the Formation Documents - Certificate of Incorporation.  A record of the New Jersey Corporation is added to the list of Corporations which have officially registered with the New Jersey Department of Treasury.  Once a Corporation is registered with the New Jersey Department of Treasury, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a New Jersey Corporation with the New Jersey Department of Treasury and want to cease business activities you have to let the NJ Department of Treasury know that you intend to close your company.  Only after the NJ Department of Treasury has made sure that all of the obligations of the New Jersey Corporation have been fulfilled will the Department of Treasury approve of the closure of the company.

When the New Jersey Department of Treasury approves the closing of a NJ Corporation, that New Jersey Corporation is said to be Dissolved.  The process of Dissolving a New Jersey Corporation is called New Jersey Corporation Dissolution.

A New Jersey Corporation must have filed all its required Annual Reports with the NJ Department of Treasury before the New Jersey Department of Treasury will approve the Dissolution of the NJ Corporation. Also, a New Jersey Corporation must obtain a Tax Clearance Certificate from the NJ Department of Revenue before the NJ Department of Treasury will approve Dissolution of a New Jersey Corporation.

As soon as a New Jersey Corporation is registered with the NJ Department of Treasury, that Corporation is responsible for recurring obligations of the New Jersey Department of Treasury and the New Jersey Division of Revenue.  If a New Jersey Corporation does not file its required reports or pay its tax obligations, then that NJ Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your New Jersey Corporation with the New Jersey Department of Treasury that NJ Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

New Jersey Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the New Jersey Department of Treasury; and things that you have to do after the NJ Department of Treasury has approved Dissolution of the New Jersey Corporation. 

When a New Jersey Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the New Jersey Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the New Jersey Corporation has.  If the New Jersey Corporation has not commenced business then the NJ Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the New Jersey Corporation
   
   If a Board of Directors has been appointed for the New Jersey Corporation, then the Board is required to adopt a resolution to Dissolve the NJ Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the New Jersey Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the New Jersey Department of Treasury.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the New Jersey Corporation
   
   If a New Jersey Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the New Jersey Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the New Jersey Department of Treasury.
   
   
3. File all required Annual Reports with the New Jersey Department of Treasury
   
   The New Jersey Department of Treasury will not approve the Dissolution of a NJ Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the NJ Department of Treasury.
   
   
4. File all required tax returns with the New Jersey Division of Revenue
   
   The New Jersey Department of Treasury will not approve the Dissolution of any NJ Corporation until that Corporation has fulfilled all its tax obligations with the New Jersey Division of Revenue.
   
   
5. Clear up any business debts
   
   All creditors of a New Jersey Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the New Jersey Department of Treasury does not legally require the publication of a Notice of Dissolution of a New Jersey Corporation, publication is a good way to notify anyone who might have a claim against the New Jersey Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the NJ Corporation after the New Jersey Corporation has been dissolved.
   
   
6. Pay all taxes and administrative fees owed by the New Jersey Corporation
   
   The New Jersey Department of Treasury will definitely not approve the Dissolution of a New Jersey Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the New Jersey Corporation
2. Close all business bank accounts of the New Jersey Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the NJ Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the New Jersey Corporation
   
   If the New Jersey Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the NJ Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the New Jersey Corporation
   
   If there are any business accounts that have been opened for the New Jersey Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved New Jersey Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the NJ Corporation
   
   If the New Jersey Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the New Jersey Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved New Jersey Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the New Jersey Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the NJ Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the New Jersey Corporation.  Once the IRS links an EIN to a New Jersey Corporation, that EIN stays with the New Jersey Corporation even after the Company has been Dissolved by the New Jersey Department of Treasury.
   
   When the IRS processes the final tax return for the New Jersey Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the New Jersey Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a New Jersey Corporation can close an EIN account, it must be in Good Standing with the IRS.  The New Jersey Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The New Jersey Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your New Jersey Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your New Jersey Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your New Jersey Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a New Jersey Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The New Jersey Department of Treasury requires a Tax Clearance Certificate from the NJ Division of Revenue before it will approve the Dissolution of a New Jersey Corporation.

The time it takes the NJ Division of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the New Jersey Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the New Jersey Division of Revenue.

Once the initial actions are completed, the New Jersey Department of Treasury usually takes around 3-5 business days to process the Certificate of Dissolution.

Processing times for New Jersey Corporation Dissolution filings vary depending on the work load of the Department of Treasury's staff.  We've found that normal processing of New Jersey Dissolution filings takes the state around 3-5 business days.

We are dependent on, and have no control over, the staff and systems of the New Jersey Department of Treasury or New Jersey Division of Revenue. In our experience 3-5 business days is the time it usually takes the New Jersey Department of Treasury to process a New Jersey Dissolution filing. We get your New Jersey Corporation Dissolution filing to the NJ Department of Treasury as soon as possible after we receive your order. Once it is at the state we have no control over the New Jersey Dissolution approval process.

The total cost to Dissolve a New Jersey Corporation varies depending on exactly what is required for each specific NJ Dissolution. We charge $249 plus any state fees for our New Jersey Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Certificate of Dissolution with the New Jersey Department of Treasury
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from NJ Department of Treasury
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these New Jersey Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than New Jersey that are tied to the Domestic New Jersey Corporation then each of those Foreign Corporations must be Dissolved before the New Jersey Corporation can be legally Dissolved.

A New Jersey Corporation may revoke the Articles of Dissolution by filing a Certificate of Revocation of Dissolution with the NJ Department of Treasury within 60 days of the date on which the New Jersey Department of Treasury approved the Dissolution of a NJ Corporation.

A New Jersey Corporation company name is protected for one year from the date on which the NJ Department of Treasury approve the Dissolution of the New Jersey Corporation. After one year there are no Corporation company name protections in New Jersey once a New Jersey Corporation has been Dissolved by the New Jersey Department of Treasury.

There are no state of New Jersey requirements for the publication of a Notice of Dissolution of a New Jersey Corporation.

While the New Jersey Department of Treasury does not legally require the publication of a Notice of Dissolution of a New Jersey Corporation, publication is a good way to notify anyone who might have a claim against the New Jersey Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the NJ Corporation after the New Jersey Corporation has been dissolved.