New Jersey Articles of Dissolution

Introduction

Key Things to Know

1. 1

   A New Jersey certificate of dissolution, filed on Division of Revenue and Enterprise Services Form C-159D, is what ends the legal existence of a domestic for-profit business corporation organized under the New Jersey Business Corporation Act. The Division titles the form an Application For Dissolution and heads its instructions as the articles of dissolution, while N.J.S.A. 14A:12-3 calls it a certificate of dissolution. A New Jersey LLC uses an entirely different route, delivering a certificate of dissolution and then a statement of termination under N.J.S.A. 42:2C-49.

2. 2

   The clearance requirement is a prohibition on the filing office, not a suggestion to the filer. N.J.S.A. 54:50-14 provides that the office shall not accept for filing a certificate of dissolution of a domestic corporation unless the business entity files a certificate issued by the Director of the Division of Taxation evidencing that its taxes have been paid or provided for. Behind it sits N.J.S.A. 54:50-13, under which no domestic corporation shall dissolve until all taxes owing by it have been paid or provided for.

3. 3

   That certificate carries an expiry. It must be dated not earlier than 45 days prior to the effective date of the corporate action, so a clearance that has been sitting in a drawer cannot be used. The filer does not collect it either. Once tax obligations are satisfied, the Division of Taxation issues the certificate to the Division of Revenue and Enterprise Services directly, and the effective date of the dissolution is the date that office receives it.

4. 4

   The paper package costs $120, made up of a $95 dissolution fee and a $25 tax clearance certificate application fee, with checks payable to Treasurer, State of New Jersey. Inside the $95 sits the $75.00 statutory charge for filing a certificate of dissolution set by N.J.S.A. 14A:15-2(3)(a), which survived the 2026 amendment to that section unchanged. Form C-159D must go out in duplicate. Closing a business can also be done through the Division's online service.

5. 5

   Form C-159D implements the unanimous route. N.J.S.A. 14A:12-3 lets a corporation dissolve by the consent of all its shareholders entitled to vote, and separately requires notice of the dissolution to shareholders NOT entitled to vote, not less than 10 nor more than 60 days before the certificate is filed. The alternative under N.J.S.A. 14A:12-4 is a board recommendation taken to a shareholder meeting on 10 to 60 days written notice and carried by a majority of the votes cast, except that a corporation organized before the Act took effect needs two thirds of the votes cast.

6. 6

   Two statutory routes escape the clearance and the fee together. N.J.S.A. 14A:12-2(3) and 14A:12-4.1(3) each direct that the filing be accepted without payment of any filing fee and without the certificate of the Director of the Division of Taxation. The second covers a corporation with no assets that has ceased doing business, does not intend to recommence, and has made no distributions to shareholders in the last 24 months. Its published form, C-159C, states plainly: no fee.

7. 7

   Telling creditors is optional in New Jersey, and the choice comes after dissolution rather than before. N.J.S.A. 14A:12-12 says the corporation may give notice requiring creditors to present claims in writing, published three times in three consecutive weeks in the county of the registered office, with a claim date set no less than six months after first publication. Give that notice and N.J.S.A. 14A:12-13 bars creditors who stay silent. Skip it and the operative limit becomes N.J.S.A. 14A:12-13.1, which bars suits against shareholders only after five years.

New Jersey Requirements for Articles of Dissolution

• Tax Clearance Certificate From the Division of Taxation

  N.J.S.A. 54:50-14 forbids the filing office to accept for filing a certificate of dissolution of a domestic corporation unless the entity files a certificate issued by the Director of the Division of Taxation evidencing that its taxes have been paid or provided for. N.J.S.A. 54:50-13 is the substantive bar: no domestic corporation shall dissolve until all taxes owing by it have been paid or provided for.

• The 45-Day Freshness Window and the Agency Handoff

  The Division of Taxation certificate must be dated not earlier than 45 days prior to the effective date of the corporate action (N.J.S.A. 54:50-14), so an old clearance cannot be reused. The filer never holds it: once tax obligations are satisfied the Division of Taxation issues it to the Division of Revenue and Enterprise Services, and the effective date of the dissolution is the date that office receives it.

• Form C-159D, Filed in Duplicate

  New Jersey uses Form C-159D, Application For Dissolution, Without a Meeting of Shareholders, For Use by Domestic Profit Corporations, cited on its face to N.J.S.A. 14A:12-3 and headed in its instructions as the articles of dissolution. It replaced C-159B for profit corporations effective July 1, 2003 and must be filed in duplicate with the rest of the package. Form C-159S is an alternate-name registration, not a dissolution form.

• The $120 Combined Package Fee

  A paper filer pays $120: a $95 dissolution fee plus a $25 tax clearance certificate application fee, by check payable to Treasurer, State of New Jersey. N.J.S.A. 14A:15-2(3)(a) sets the statutory charge for filing a certificate of dissolution at $75.00, and that line was left unchanged by the 2026 amendment to the section. A certificate of revocation of dissolution proceedings is a further $75.00.

• Unanimous Consent Plus Notice to Non-Voting Shareholders

  N.J.S.A. 14A:12-3 allows dissolution by the consent of all shareholders entitled to vote, and requires notice of the dissolution to shareholders not entitled to vote not less than 10 nor more than 60 days before the certificate is filed. The alternative in N.J.S.A. 14A:12-4 is a board recommendation voted at a shareholder meeting, carried by a majority of the votes cast, or two thirds of the votes cast for a corporation organized before the Act took effect.

• Estimated Summary Tax Return Now, Final Returns in 30 Days

  An Estimated Summary Tax Return on Form A-5052-TC, with a separate payment for any taxes due, travels in the dissolution package, together with corporate minutes authorizing the dissolution or a plan of liquidation. Every year or period with an unfiled return must be filed and paid before the clearance will issue, and final actual returns are due within 30 days of the date of dissolution. Noncompliance forfeits the fees paid.

• Creditor Notice Is Elective, With a Six-Month Claim Window

  N.J.S.A. 14A:12-12 says a dissolved corporation may give notice requiring creditors to present claims in writing. Electing to means three publications in three consecutive weeks in the county of the registered office, a mailed copy to each known creditor on or before first publication, and a claim date not less than six months after it. That earns the N.J.S.A. 14A:12-13 bar. Without it, N.J.S.A. 14A:12-13.1 leaves shareholders exposed for five years.

• The No-Assets Route on Form C-159C: No Fee, No Clearance

  N.J.S.A. 14A:12-4.1(3) directs that the filing be accepted without payment of any filing fee and without the certificate of the Director of the Division of Taxation, for a corporation with no assets that has ceased business, will not recommence, and has made no shareholder distributions in the last 24 months. Form C-159C states the statutory fee is no fee. A single officer may authorize it on 30 days prior written notice to all known directors and shareholders absent objection.