There are several reasons for dissolving a corporation. It could be due to bankruptcy, an internal dispute, among other reasons.
Suppose you are a business owner and decide to cease your business’s operation. In that case, there are many things that you have to do before your corporation is officially out of business. You don’t just simply stop and then disappear.
With that said, here are the things you should know when dissolving a corporation in New Jersey.
What It Means to Dissolve a New Jersey Corporation
There are some steps a business owner must follow to dissolve his corporation. There may be a few differences between the processes in different states, but most of the steps are similar. Despite the variations of the steps in other states, you must follow the steps below.
- The first step in dissolving a corporation is to hold a board meeting with all the board members present. They all must be aware of the initiative to dissolve the corporation.
Despite the initiative, there must still be a resolution in which most of the board members approve to dissolve the corporation. The shareholders may also need to take part in the voting, but that depends on your organization’s structure. This process must be thoroughly recorded and then stored in the corporate record.
- After this, proceed to the New Jersey Division of Revenue to file the Certificate of Dissolution which will be discussed below.
- Next, you have to complete all of the IRS tax requirements with the State of New Jersey.
- After this, all your business licenses and permits must be canceled, and all your business bank accounts must be closed.
- Lastly, concerning your employees, vendors, customers, and everyone who has a connection to the company, notify them of the initiative to dissolve the company.
These steps are easy enough to understand, and you should have no trouble going through with each of them. The only step in this process, which causes the most confusion and is the most complex, is the Certificate of Dissolution which will be discussed further in the section below.
Dissolving a New Jersey Corporation by the Board of Directors
As discussed above, the first step of dissolving a corporation is by holding a meeting and informing all board members of the plan to dissolve the company.
For those corporations in the state of New Jersey that have initiated business and have already issued shares, they need to either file for the Certificate of Dissolution also known as Form C-159S with the Division of Revenue in New Jersey, or the Online Business Endings and Cancellation Service in New Jersey, which is available through this link.
When filling up this form, you will need to put in some information for the forms you’ll be submitting. This includes the following:
- the name of your corporation
- the names, addresses, and the positions held by the corporate officers
- the date of the authorization of the dissolution
- the addresses and names of the corporate directors
- the date to which the dissolution was filed
- the date to which the dissolution will be effective
- the signature of the representative authorized by the company.
You’ll have to include other documents if you choose to file by mail. These documents are: Form A-5088-TC (Tax Clearance Certificate Application) and Form A-5052-TC (Estimated Summary Tax Return)
If you choose to file by mail, the documents must be mailed alongside a check of 120 dollars that is payable to the “Treasurer, State of New Jersey” to the address:
New Jersey Division of Revenue (Attn: Business Liquidation)
P.O. Box 308
Trenton, N.J. 08625
If you file by mail, your dissolution will be processed within 2 weeks. Whereas, if you file online, the dissolution of your corporation will be done immediately. Note that the dissolution of your corporation will not be considered complete until you have the tax clearance from the New Jersey Department of Taxation, and this can take a couple of months.
Dissolving a New Jersey Corporation by the Incorporators
There are instances wherein a corporation is dissolved before issuing the shares or before any business transaction has ensued. In these cases, it is the incorporator’s responsibility to spearhead the initiative of dissolving the corporation.
For all those corporations in the State of New Jersey that has not yet issued shares or had any business transaction, you will need to file for Form C-159A which is also known as the Certificate of Dissolution before starting Business with the New Jersey Division of Revenue. You wouldn’t need to pay any filing fee for Form C-159A. The submission is the same as explained above.
Dissolving a Corporation in New Jersey: Other Things You Should Know
You can’t dissolve a corporation in New Jersey if the corporation is not in good standing with the state.
There are some instances wherein the New Jersey state will be the one to initiate dissolution. This is known as administrative dissolution or involuntary dissolution.
This can happen if a corporation or a company refuses or fails to submit its annual reports by the deadline. If you are subjected to involuntary dissolution, you have the option to reinstate your business.
Conclusion
Whether you plan on dissolving your corporation, which has already issued shares and has started making business transactions, or a corporation that hasn’t commenced business yet, the process remains the same in the state of New Jersey.
The only significant difference is in the form that you need to file. Hopefully, this article has been a great help to you in dissolving your corporation in the State of New Jersey.
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