How to Shut Down a Business in New Jersey
Complete guide to dissolving your business entity with the New Jersey Division of Revenue and Enterprise Services.
Quick Answer
To dissolve a business in New Jersey, file Certificate of Cancellation (Domestic LLC) with the New Jersey Division of Revenue and Enterprise Services. The LLC filing fee is $100 and corporation fee is $95. New Jersey requires tax clearance from the New Jersey Division of Taxation before dissolution. Standard processing takes 5-10 business days.
Quick Facts
| Filing Agency | New Jersey Division of Revenue and Enterprise Services |
| Website | https://www.nj.gov/treasury/revenue/ |
| LLC Dissolution Fee | $100 |
| Corporation Dissolution Fee | $95 |
| Tax Clearance Required | Yes |
| Processing Time | 5-10 business days |
| Online Filing | Yes |
| Phone | (609) 292-9292 |
LLC Dissolution in New Jersey
Steps to Dissolve an LLC
- 1 Vote to dissolve per operating agreement or majority vote of members
- 2 Wind up business affairs, settle debts, and distribute remaining assets
- 3 File all final New Jersey tax returns (gross income tax, sales tax, etc.)
- 4 Apply for Tax Clearance Certificate from the New Jersey Division of Taxation (REQUIRED)
- 5 Wait for Tax Clearance Certificate to be issued
- 6 File Certificate of Cancellation (Form L-109) with Division of Revenue ($100 fee)
- 7 Cancel any DBAs, licenses, and permits
Corporation Dissolution in New Jersey
Steps to Dissolve a Corporation
- 1 Board of directors adopts resolution recommending dissolution
- 2 Shareholders approve dissolution by majority vote
- 3 Wind up business affairs, notify creditors, and settle debts
- 4 File all final New Jersey tax returns (CBT, gross income tax, sales tax)
- 5 Apply for Tax Clearance Certificate from the Division of Taxation ($25 fee)
- 6 Wait for Tax Clearance Certificate to be issued
- 7 File Certificate of Dissolution (Form C-159-D) with Division of Revenue ($95 dissolution fee + $25 tax clearance fee = $120 total)
- 8 Cancel any DBAs, licenses, and permits
Tax Requirements
Tax Agency: New Jersey Division of Taxation
https://www.nj.gov/treasury/taxation/
Phone: (609) 292-6400
Tax clearance from the Division of Taxation is MANDATORY for all business dissolutions in New Jersey. The Tax Clearance Certificate confirms all state taxes have been paid or that the entity is exempt. Application fee is $25. All final CBT (Corporation Business Tax) returns must be filed and all liabilities settled before clearance is issued. Without tax clearance, the dissolution filing will not be processed. Mail tax clearance requests to: Division of Taxation, Tax Clearance Unit, P.O. Box 277, Trenton, NJ 08695-0277.
Additional Requirements
Contact Information
Agency: New Jersey Division of Revenue and Enterprise Services
Address: 33 West State Street, 5th Floor, Trenton, NJ 08608
Phone: (609) 292-9292
Website: https://www.nj.gov/treasury/revenue/
Online Portal: https://www.njportal.com/DOR/AnnualReports
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This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the New Jersey Division of Revenue and Enterprise Services. Consult an attorney for advice specific to your situation.