Key Takeaways
- Filing form: Certificate of Dissolution (Form C-159S with a shareholder meeting, or C-159D by unanimous shareholder consent without a meeting) (C-159S / C-159D), $120 total ($95 dissolution fee plus $25 tax clearance certificate application fee) fee, filed with the New Jersey Division of Revenue and Enterprise Services
- Processing time: standard Division of Revenue and Enterprise Services processing; expedited available for expedited processing available for an additional fee
- Dissolving a New Jersey corporation requires a board resolution AND a separate shareholder vote — unlike an LLC, one member vote is not enough
- New Jersey requires tax clearance before dissolution can be finalized
- New Jersey does not require publication — notify known creditors directly instead
- Same-day filing and compliance support available through LLC Attorney at no markup on state fees
Dissolving a New Jersey corporation is not the same process as dissolving a New Jersey LLC, even though both end with a filing at the New Jersey Division of Revenue and Enterprise Services. A corporation's board of directors has to formally adopt a resolution first, shareholders then have to approve it by the vote threshold set in your governing documents, and only then can you file the Certificate of Dissolution, along with New Jersey Division of Taxation tax clearance.
This guide covers the actual New Jersey corporate dissolution process for 2026: the board-and-shareholder approval mechanics, the tax clearance requirement and how long it really takes, the Certificate of Dissolution filing itself, and the creditor-notice and winding-up steps that come after.
Board and Shareholder Approval to Dissolve a New Jersey Corporation
Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process.
If all shareholders agree, dissolution can be accomplished by unanimous shareholder consent without a meeting (Form C-159D). Otherwise, the board of directors must first resolve that the corporation be dissolved, and the matter is then put to a shareholder vote at a meeting called for that purpose (Form C-159S).
New Jersey's dual-form structure (C-159D for unanimous consent, C-159S for a board-recommended shareholder vote) means the correct form depends entirely on whether every shareholder agrees — using the wrong one is a common filing mistake.
A New Jersey corporation that has not issued shares or commenced business may be dissolved by its incorporators or initial directors.
New Jersey's Tax Clearance Requirement
New Jersey requires a Tax Clearance Certificate from the Division of Taxation confirming corporate business tax, sales tax, payroll withholding, and any other state taxes have been paid or arranged for, before the dissolution becomes effective. This is a genuine precondition, not a formality — corporations dissolving under the standard board-and-shareholder process cannot complete dissolution without it.
Processing commonly takes several weeks; request as early in the winding-up process as possible
Final Tax Returns and Accounts to Close
File a final New Jersey corporate income (or franchise) tax return through the date of dissolution, marked as final, with the NJ Division of Taxation. This is separate from — and in addition to — the Certificate of Dissolution you file with the New Jersey Division of Revenue and Enterprise Services.
Accounts to close: New Jersey corporate income/franchise tax account with the NJ Division of Taxation, plus any sales tax permit with the NJ Division of Taxation (6.625% statewide sales tax) and employer withholding account with the NJ Department of Labor and Workforce Development, if any of these were registered
Reconcile and file the corporation's final annual report or franchise tax filing with the New Jersey Division of Revenue and Enterprise Services and the NJ Division of Taxation before (or alongside) submitting the Certificate of Dissolution — an unreconciled final report is one of the most common reasons a dissolution filing gets held up or rejected.
If the corporation held a New Jersey sales tax permit, file a final sales tax return and close the permit with the NJ Division of Taxation (6.625% statewide sales tax) alongside your final corporate tax return.
If the corporation had employees, file final federal payroll tax returns (Form 941 and Form 940, both marked final) and close any state employer withholding or unemployment account with the NJ Department of Labor and Workforce Development.
Winding Up and Distributing Assets
Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves.
New Jersey law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists.
Shareholders who receive a distribution during winding up can be required to return some or all of it — up to the amount they received — if the corporation is later found to have distributed assets without properly providing for a known or reasonably anticipated creditor claim. Confirm all known liabilities are accounted for before distributing anything to shareholders, not just after the Certificate of Dissolution paperwork has been filed.
Creditor Notice and Publication Requirements
New Jersey permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication step for corporations.
New Jersey permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication step for corporations.
Administrative Dissolution vs. Voluntary Dissolution in New Jersey
If a New Jersey corporation falls out of compliance — commonly by missing an annual report, franchise tax, or registered agent requirement — the New Jersey Division of Revenue and Enterprise Services can administratively revoke the corporation's charter involuntarily. This is a materially different track than the voluntary process on this page: it's the state acting on a compliance lapse, not a deliberate board-and-shareholder decision to close the business.
A voluntary dissolution is a controlled, deliberate closing where the board and shareholders decide the timeline, handle winding up, and give creditor notice on their own terms. An administrative dissolution or revocation is the state acting unilaterally for a missed filing — the underlying business, its debts, and its officers' obligations don't disappear just because the state has flagged the entity.
Reinstating a New Jersey Corporation
Reinstating a New Jersey corporation after the state has moved to administratively revoke the corporation's charter generally requires filing a reinstatement application with the New Jersey Division of Revenue and Enterprise Services and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Jersey Division of Revenue and Enterprise Services directly, since procedures and any reinstatement window vary.
Operating in Other States? Don't Forget Foreign Withdrawal
If the New Jersey corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state.
New Jersey Corporation Dissolution Costs at a Glance
How to Dissolve Your New Jersey Corporation
If You Do It Yourself
Step 1 — Adopt a board resolution recommending dissolution.
Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process.
Step 2 — Hold the shareholder vote.
If all shareholders agree, dissolution can be accomplished by unanimous shareholder consent without a meeting (Form C-159D). Otherwise, the board of directors must first resolve that the corporation be dissolved, and the matter is then put to a shareholder vote at a meeting called for that purpose (Form C-159S). New Jersey's dual-form structure (C-159D for unanimous consent, C-159S for a board-recommended shareholder vote) means the correct form depends entirely on whether every shareholder agrees — using the wrong one is a common filing mistake.
Step 3 — Stop transacting new business and begin winding up.
Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves.
Step 4 — Notify creditors and known claimants.
New Jersey permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication step for corporations.
Step 5 — Request tax clearance from the New Jersey Division of Taxation.
New Jersey requires a Tax Clearance Certificate from the Division of Taxation confirming corporate business tax, sales tax, payroll withholding, and any other state taxes have been paid or arranged for, before the dissolution becomes effective. This is a genuine precondition, not a formality — corporations dissolving under the standard board-and-shareholder process cannot complete dissolution without it.
Step 6 — File the Certificate of Dissolution (Form C-159S with a shareholder meeting, or C-159D by unanimous shareholder consent without a meeting) (C-159S / C-159D).
Submit to the New Jersey Division of Revenue and Enterprise Services and the New Jersey Division of Taxation, online or by mail, with the $120 total ($95 dissolution fee plus $25 tax clearance certificate application fee) filing fee. New Jersey requires a Tax Clearance Certificate from the Division of Taxation confirming corporate business tax, sales tax, payroll withholding, and any other state taxes have been paid or arranged for, before the dissolution becomes effective. This is a genuine precondition, not a formality — corporations dissolving under the standard board-and-shareholder process cannot complete dissolution without it.
Step 7 — Wait for processing.
standard Division of Revenue and Enterprise Services processing. Expedited options are available: expedited processing available for an additional fee (faster turnaround, exact timing varies).
Step 8 — File final federal and state tax returns.
File a final New Jersey corporate income (or franchise) tax return through the date of dissolution, marked as final, with the NJ Division of Taxation. This is separate from — and in addition to — the Certificate of Dissolution you file with the New Jersey Division of Revenue and Enterprise Services.
Step 9 — Withdraw any foreign qualifications in other states.
If the New Jersey corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state.
Step 10 — Distribute remaining assets and close out records.
New Jersey law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later.
Step 11 — Watch for New Jersey-specific dissolution traps.
New Jersey's two distinct dissolution forms (unanimous-consent C-159D versus board-recommended-and-voted C-159S) is a structural choice most states don't split into separate documents.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — confirm the board resolution and shareholder vote, outstanding debts, and whether the corporation is registered in any other states.
- LLC Attorney prepares board and shareholder resolution templates, then files the Certificate of Dissolution (Form C-159S with a shareholder meeting, or C-159D by unanimous shareholder consent without a meeting) with the New Jersey Division of Revenue and Enterprise Services and the New Jersey Division of Taxation, coordinates tax clearance where required, and handles any required creditor notice.
- Receive confirmation once your New Jersey corporation is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up.
When Should You Talk to an Attorney About Dissolving Your New Jersey Corporation?
Talk to an attorney before dissolving your New Jersey corporation if there's any disagreement among shareholders about the decision to close, uncertainty about outstanding tax liability that could delay the required tax clearance, debts that may exceed the corporation's remaining assets, multiple classes of stock with different liquidation preferences, or existing/threatened claims you're worried could reach shareholders personally after dissolution.
Is New Jersey a State Where Dissolution Complexity Matters More?
New Jersey's Tax Clearance Certificate requirement, bundled directly into the $120 filing fee and process, is one of the more integrated tax-clearance mechanics in this project — you cannot simply file the dissolution form and deal with taxes separately afterward.
What You Actually Get With LLC Attorney's New Jersey Corporation Dissolution Service
The part of New Jersey corporate dissolution that trips up first-time filers isn't usually the paperwork itself — it's assuming the process works the same way it would for an LLC. New Jersey's board-resolution-then-shareholder-vote sequence, plus the New Jersey Division of Taxation clearance step, has to be done in the right order or the filing gets rejected and sent back.
- Board and shareholder resolution templates matched to New Jersey's statutory vote threshold.
- Certificate of Dissolution (Form C-159S with a shareholder meeting, or C-159D by unanimous shareholder consent without a meeting) prepared and filed for you, starting at $99.
- Tax clearance coordination where New Jersey requires it, so your filing isn't rejected for a step you didn't know about.
- Creditor notice guidance tailored to New Jersey's specific publication or direct-notice rules.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions.
LLC Attorney handles the board and shareholder resolution paperwork, the Certificate of Dissolution filing itself, and the New Jersey Division of Taxation clearance request so your New Jersey corporation closes cleanly the first time.
Close Your New Jersey Corporation the Right Way
Filing the wrong form, skipping the shareholder vote, or missing tax clearance can leave the corporation's officers and directors personally exposed or stuck reopening the process later. LLC Attorney's New Jersey corporation dissolution service starts at $99. See our full pricing for all service tiers.
Frequently Asked Questions
The New Jersey Division of Revenue and Enterprise Services charges $120 total ($95 dissolution fee plus $25 tax clearance certificate application fee) to file the Certificate of Dissolution. Budget time (not just money) for the New Jersey Division of Taxation tax clearance step as well — Processing commonly takes several weeks; request as early in the winding-up process as possible.
standard Division of Revenue and Enterprise Services processing. Expedited options: expedited processing available for an additional fee (faster turnaround, exact timing varies).
Yes. If all shareholders agree, dissolution can be accomplished by unanimous shareholder consent without a meeting (Form C-159D). Otherwise, the board of directors must first resolve that the corporation be dissolved, and the matter is then put to a shareholder vote at a meeting called for that purpose (Form C-159S). A board resolution alone is never enough to dissolve a New Jersey corporation — the shareholder vote is a separate, required step. The one exception: if the corporation never issued shares or commenced business, a majority of the incorporators or initial directors can dissolve it directly, without any shareholder vote at all.
Yes. New Jersey Division of Taxation tax clearance is required before New Jersey will complete your corporation's dissolution. New Jersey requires a Tax Clearance Certificate from the Division of Taxation confirming corporate business tax, sales tax, payroll withholding, and any other state taxes have been paid or arranged for, before the dissolution becomes effective. This is a genuine precondition, not a formality — corporations dissolving under the standard board-and-shareholder process cannot complete dissolution without it.
New Jersey permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication step for corporations.
New Jersey's involuntary process — the New Jersey Division of Revenue and Enterprise Services moving to administratively revoke the charter of a corporation for a compliance lapse like a missed annual report or unpaid fee — is different from the voluntary process on this page, which is a deliberate board-and-shareholder decision. Reinstating a New Jersey corporation after the state has moved to administratively revoke the corporation's charter generally requires filing a reinstatement application with the New Jersey Division of Revenue and Enterprise Services and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Jersey Division of Revenue and Enterprise Services directly, since procedures and any reinstatement window vary.
Reinstating a New Jersey corporation after the state has moved to administratively revoke the corporation's charter generally requires filing a reinstatement application with the New Jersey Division of Revenue and Enterprise Services and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Jersey Division of Revenue and Enterprise Services directly, since procedures and any reinstatement window vary.
Once dissolved, the corporation continues to exist only for the purpose of winding up — collecting assets, paying or providing for creditors, and distributing what remains to shareholders. New Jersey permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication step for corporations. If the corporation was registered in other states, you'll also need to separately withdraw those foreign qualifications.
Yes. LLC Attorney handles New Jersey corporation dissolutions end-to-end — preparing board and shareholder resolutions, filing the Certificate of Dissolution (Form C-159S with a shareholder meeting, or C-159D by unanimous shareholder consent without a meeting), coordinating tax clearance where required, and confirming your corporation is fully closed with the state.