Guide to Filing the New Jersey Certificate of Dissolution
Learn how to file the New Jersey Certificate of Dissolution for a nonprofit using Form C-159A, including requirements, attestations, filing rules, and post-filing steps.
Guide to the New Jersey Certificate of Dissolution for Nonprofits
Filing the New Jersey Certificate of Dissolution for Non-profit Corporation allows an organization that never commenced business to formally close its legal status with the state. Using Form C-159A, a nonprofit confirms that it issued no memberships, holds no liabilities, and meets New Jersey’s statutory requirements for early dissolution.
New Jersey Certificate of Dissolution for Non-profit Corporation
The New Jersey Certificate of Dissolution for Non-profit Corporation is the official document used to dissolve a nonprofit entity that has not commenced business, has issued no memberships, and holds no outstanding liabilities.
Filed using Form C-159A, this certificate allows a nonprofit corporation to legally terminate its existence with the New Jersey Division of Revenue. Because dissolution must meet specific statutory conditions, all details on the form must match state records and comply with New Jersey’s nonprofit corporate requirements.
Eligibility Requirements to File Form C-159A
- No business activity
To file the New Jersey Certificate of Dissolution for Non-profit Corporation, the entity must confirm it never began operations. Form C-159A is available only to nonprofits that remained inactive from the time of formation.
- No memberships or liabilities
The nonprofit must state that it issued no memberships and carries no debts or outstanding obligations. These conditions ensure that dissolution can occur without affecting members or creditors.
- Refund of any payments received
If the nonprofit collected funds for future membership or contributions, all amounts must be returned before filing. New Jersey requires a clean financial record for nonprofits dissolving before commencing business.
- Approval by incorporators or first board
Dissolution using Form C-159A must be authorized by a majority of the incorporators or the initial board of directors/trustees. This approval is required to demonstrate compliance with the nonprofit’s governing structure.
New Jersey Certificate of Dissolution for Non-profit Corporation
Required Information for the Certificate of Dissolution
1. Corporation Name
The nonprofit’s name must appear exactly as recorded with the New Jersey State Treasurer. This includes spacing, punctuation, and suffixes such as “Inc.” or “Corporation.” A precise match ensures the state can confirm the correct nonprofit entity is requesting dissolution.
2. Business Entity Number
New Jersey assigns every registered corporation a 10-digit Business Entity Number, which must be listed on Form C-159A. This number allows the Division of Revenue to locate the nonprofit’s official record and confirm its formation status. Providing an accurate entity number eliminates delays or rejection.
3. Registered Agent
The form requires the name of the nonprofit corporation’s registered agent, the individual or business designated to receive legal notices on behalf of the organization.
This information must match the most recent filing on record. If the registered agent has changed, the nonprofit must first update this information before submitting the dissolution.
4. Registered Office
The registered office address must include a complete street address, postal designation, city, state, and ZIP code. New Jersey requires this address to be a physical location within the state where the registered agent can be reached. A P.O. Box cannot serve as the official registered office for dissolution purposes.
5. Incorporators and First Board of Directors / Trustees
Form C-159A requires the names and residential addresses of all incorporators and the initial board of directors or trustees. New Jersey does not allow listing the nonprofit’s registered office or corporate address for these individuals.
- Incorporators
Incorporators are the individuals who originally formed the nonprofit. Form C-159A requires their full legal names and residential addresses to verify identity. Their information must match the details listed in the nonprofit’s formation documents.
- Directors
Directors make up the initial governing body of the nonprofit. Their names and residential addresses must be included to confirm who held oversight authority. The state requires exact matches to the original or amended corporate records.
- Trustees
Trustees perform a similar governance role to directors in certain nonprofit structures. Form C-159A requires their full names and residential addresses, recorded exactly as they appear in prior filings, to ensure accurate state verification.
Mandatory Attestations Required Under NJ Law
- Nonprofit never commenced business
Form C-159A requires the corporation to confirm it never engaged in business activity. This statement is a key legal condition for early dissolution.
- No memberships were issued
The nonprofit must attest that it has no members whose rights or voting authority would be affected by dissolution.
- No debts or liabilities exist
The certificate requires confirmation that the nonprofit has no financial obligations. New Jersey will not allow dissolution under Form C-159A unless liabilities are zero.
- All payments have been refunded
If the nonprofit accepted funds in anticipation of operations, the form requires confirmation that these amounts have been reimbursed to contributors.
Special Rules for Nonprofit Corporations
- Triplicate filing required
A nonprofit must file Form C-159A in three copies. The NJ Division of Revenue retains one, returns one to the filer, and sends the third to the Attorney General if applicable.
- Attach a plan of dissolution when assets exist
If the nonprofit holds assets even though it did not commence business it must include a plan explaining how those assets will be distributed according to New Jersey nonprofit law.
- Residential addresses must be used
Directors, trustees, and incorporators must provide residential addresses. New Jersey does not allow the corporate address to be listed for individuals.
Mandatory Attestations Required Under NJ Law
Execution Requirements
- Signed by incorporators or initial board
Form C-159A must be signed by the incorporators or the first board of directors/trustees as listed in the formation documents.
- Execution date required
Each signature must include a date to verify the timing of the dissolution authorization.
- Original signatures only
New Jersey requires original handwritten signatures. Copies or electronically produced signatures are not accepted for this filing
What Happens After Filing
- Nonprofit is officially dissolved
Once the New Jersey Certificate of Dissolution for Non-profit Corporation is accepted by the NJ Division of Revenue, the nonprofit immediately ceases to exist as a legal entity. This means it can no longer conduct activities, enter contracts, or represent itself as an active corporation.
- Corporate name becomes available for reuse
After dissolution, the name of the nonprofit is released, allowing another organization to adopt it unless the name is separately protected. Nonprofits should be aware of this if they intend to form a new entity later.
- Stamped certificate should be retained
The state returns a stamped copy of Form C-159A, which serves as permanent proof of dissolution. This document should be stored with the organization’s historical records in case of future tax filings, audits, or legal inquiries.
- No tax clearance required for this filing type
Because Form C-159A is used before commencing business, New Jersey does not require a tax clearance certificate. This simplifies closing the nonprofit compared to dissolutions after active operations.
- Not meeting annual report filing obligations
If the nonprofit has outstanding annual reports or unpaid fees, the state may refuse to process the dissolution. All annual reports must be current before submitting Form C-159A.
Common Filing Mistakes to Avoid
- Using incorrect addresses for incorporators or trustees
A frequent mistake is listing a corporate or business address for incorporators or trustees. New Jersey requires residential addresses on Form C-159A. Using an improper address results in rejection.
- Filing fewer than three copies
Nonprofit corporations must submit the Certificate of Dissolution in triplicate. Sending only one or two copies delays processing because the NJ Division of Revenue cannot complete its internal routing requirements.
- Leaving mandatory attestations incomplete
Each attestation on Form C-159A must be checked and confirmed. Missing even one such as the statement that the nonprofit never engaged in business makes the form invalid and prevents approval.
- Using an outdated version of Form C-159A
Older versions of the form may omit required attestations or formatting updates. Always use the current version from the NJ Division of Revenue to ensure the Certificate of Dissolution meets today’s filing standards.
- Missing signatures or dates
Since dissolution must be authorized by the incorporators or initial board, every signature must appear with a date. Missing or partial signatures are one of the most common reasons filings are returned.
Frequently Asked Questions
1. Can a corporation dissolve if it received funds but already spent some for expenses?
No. A nonprofit using Form C-159A must confirm that all payments or contributions received before commencing business were returned in full. If funds were spent, the nonprofit no longer meets the requirements for this type of dissolution and must use a different dissolution method under New Jersey law.
2. What happens if one incorporator does not sign?
Form C-159A requires signatures from a majority of incorporators or the first board of directors or trustees, depending on who is authorized to act. If the required majority does not sign, the Certificate of Dissolution cannot be accepted. The corporation must secure proper authorization before filing.
3. Can a nonprofit without assets skip the plan of dissolution?
Yes. A nonprofit corporation that has no assets and has not commenced business activities may file Form C-159A without attaching a plan of dissolution. The plan is required only when assets exist and must be distributed according to nonprofit regulations.
Frequently Asked Questions
4. How long does it take the Division of Revenue to file the certificate?
Processing times vary, but most New Jersey Certificate of Dissolution for Non-profit Corporation filings are processed in a few business days once received in proper form. Delays may occur if information is missing or if the required number of copies is not provided.
5. Is tax clearance required for this form?
No. Tax clearance is not required for nonprofits filing Form C-159A. Because the corporation has not commenced business and has no liabilities, New Jersey does not impose a tax clearance requirement for this dissolution type.
Conclusion
Filing the New Jersey Certificate of Dissolution for Non-profit Corporation requires careful attention to eligibility rules and the detailed requirements in Form C-159A. Ensuring that the nonprofit never commenced business, confirming all attestations, and submitting the correct number of copies are essential steps for a successful filing.
For organizations that want dependable support throughout this process, FastFile offers reliable assistance from preparation to submission. FastFile reviews every detail for accuracy, organizes the required information, ensures the correct version of the form is used, and files the documents directly with the state.
Their structured workflow helps nonprofits avoid delays caused by missing signatures, incomplete attestations, or improper attachments. With FastFile managing your dissolution filing, you can close your nonprofit’s registration efficiently, confidently, and in full compliance with New Jersey requirements.
If you want your New Jersey Certificate of Dissolution completed correctly the first time, FastFile provides the dependable support needed for a smooth and accurate filing.