How to Dissolve (Close) an LLC in New Jersey

If you have a limited liability company (LLC) in New Jersey, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in New Jersey. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, New Jersey law requires consent of all members or a court order at the application of one of the members. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In New Jersey, claims must be filed by the deadline specified in the notice, which must be at least 120 days from receipt of the notice. 

In New Jersey, this must be done before you formally dissolve your LLC with the state. 

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with New Jersey

In New Jersey, officially dissolve your LLC by filing a certificate of dissolution and termination on the Division of Revenue and Enterprise Services website.

Select “close a business” and follow the prompts to complete the form.

If you prefer to file by mail, you can request the form from the Division of Revenue and Enterprise Services at (609) 292-9292. 

The mailing address is:

Division of Revenue and Enterprise Services
33 W State St #5^th
Trenton, NJ 08608

The fee for filing the dissolution papers in New Jersey is $125.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.