Guide to the New Jersey Certificate of Dissolution for Corporations
Learn how to file the New Jersey Certificate of Dissolution for profit corporations with Form C159-B, including requirements, tax clearance rules, and filing steps.
Filing the New Jersey Certificate of Dissolution for Corporations
Filing the New Jersey Certificate of Dissolution for Profit Corporations is the final legal step required to close a corporate entity under New Jersey law. Using Form C159-B, corporations must document their approval method, confirm that all obligations have been met, and provide the details required by the New Jersey Division of Revenue.
New Jersey Certificate of Dissolution for Profit Corporations
The New Jersey Certificate of Dissolution for Profit Corporations is the official filing used to terminate a domestic corporation under New Jersey law.
By submitting Form C159-B to the Division of Revenue, the corporation confirms that it has completed its internal authorization process, resolved its obligations, and is ready to end its legal existence in the state. Because dissolution permanently closes the corporation’s record, every detail in the certificate must match state requirements.
Understanding NJ Form C159-B
NJ Form C159-B provides the structure for reporting the corporation’s essential information, approval method, and confirmation that dissolution was authorized without holding a formal shareholder meeting.
New Jersey allows unanimous shareholder consent as a valid method of approval, and this form captures that authorization. It must be completed accurately and submitted with any required attachments or supplementary forms, depending on the corporation type.
Eligibility and Requirements Before Filing
- Annual report obligations
The corporation must be current on all annual reports filed with the Division of Revenue. New Jersey will not accept a dissolution request if the corporation has outstanding reporting duties, as these filings help confirm the corporation’s good standing.
- Tax clearance requirements for profit corporations
Profit corporations are required to obtain a tax clearance certificate from the New Jersey Division of Taxation before submitting Form C159-B. This certificate verifies that all state tax obligations including payroll tax, sales tax, and corporate tax are resolved or properly addressed. Dissolution cannot be completed without this documentation.
- Required attachments for nonprofit corporations
Although Form C159-B applies to profit and nonprofit corporations, nonprofit entities must include a plan of dissolution and any additional documents required under nonprofit statutes. These attachments outline how the nonprofit will distribute its assets and settle final obligations.
- Duplicate/triplicate filing requirements
Profit corporations must file two copies of Form C159-B, while nonprofits must submit three copies. This ensures the Division of Revenue can retain a file copy and return a stamped copy to the corporation for its records.
New Jersey Certificate of Dissolution for Profit Corporations
Required Information for the Certificate of Dissolution
1. Corporation Name
The corporation name must match New Jersey’s official records without any variation. Even minor differences in punctuation or spacing may cause delays because the state cannot confirm the correct entity.
2. Corporation Number
New Jersey assigns each corporation a unique corporation number, which helps the Division of Revenue identify the correct business record. Form C159-B requires this number to ensure accurate processing.
3. Registered Agent
The form requires the name of the corporation’s registered agent, who is responsible for receiving official notices. This information must match the most recent filing on record with the Division of Revenue.
4. Registered Office
The complete address of the registered office must be provided, including street name, city, and ZIP code. This address must be a physical location in New Jersey where the registered agent can be contacted.
5. Names and Addresses of Directors/Trustees and Officers
Form C159-B requires key information about the individuals who formed and manage the corporation. New Jersey reviews these details to confirm the correct parties authorized the dissolution. Incorporators, directors, and trustees each hold distinct legal roles in this process.
- Incorporators: Incorporators are the individuals who originally formed the corporation. Listing their names and addresses confirms the entity’s valid creation and supports state records when reviewing the dissolution request.
- Directors: Directors serve on the corporation’s governing board and hold authority to approve dissolution. Their names and addresses verify that the proper decision-makers authorized the filing.
- Trustees: Trustees function like directors for corporations that operate under a trustee structure. Providing their names and addresses ensures the state can confirm the correct governing body approved the dissolution.
6. Dissolution Statement
The corporation must include a dissolution statement confirming that the shareholders approved the action without a meeting. New Jersey requires unanimous shareholder consent for this filing method, and the statement must reflect that the vote met statutory requirements.
7. Signatures of All Shareholders/Members
Since Form C159-B is used when dissolution is approved without a meeting, all shareholders entitled to vote must sign the certificate. Their signatures confirm their approval and ensure the dissolution fully meets New Jersey’s corporate law requirements.
Attachments Required for Certain Corporations
- Nonprofit plan of dissolution may be required
While Form C159-B is primarily used for profit corporations, nonprofit entities using this form must attach a plan of dissolution. This document outlines how remaining assets will be distributed and confirms compliance with New Jersey nonprofit statutes. Without this attachment, the filing may be incomplete and subject to rejection.
- Supporting documentation for corporate records
Some corporations may need to attach additional documents, such as internal resolutions or written consents, to confirm authorization for dissolution. These attachments help the New Jersey Division of Revenue verify that the proper approval procedures were followed.
- Duplicate or triplicate copies depending on entity type
Profit corporations must file Form C159-B in duplicate, while nonprofits must file in triplicate. These extra copies allow the state to return a stamped copy for corporate records while retaining one for its files.
Tax Clearance Certificate Requirements
- Required for all profit corporations
A tax clearance certificate from the New Jersey Division of Taxation is required before the state will process the New Jersey Certificate of Dissolution for Profit Corporations. This certificate confirms that all state tax obligations have been resolved or properly addressed.
- Must be requested before filing Form C159-B
Profit corporations should request tax clearance early, as processing times may vary. Dissolution cannot be accepted until the tax clearance is issued and recorded.
- Includes corporate tax, payroll tax, and sales tax obligations
New Jersey reviews all tax categories connected to the corporation. Any unresolved liabilities or filings may delay the tax clearance and therefore delay the dissolution process.
Attachments Required for Certain Corporations
Filing Instructions
- Submit the correct number of copies
Profit corporations must file two copies of Form C159-B, and nonprofits must submit three copies. Submitting the wrong number of copies can result in processing delays.
- Pay filing fees as required
The filing fee must be paid by check or money order payable to the Treasurer, State of New Jersey. The state does not accept cash payments for dissolution filings.
- Mail the completed form to the Division of Revenue
Form C159-B and all required attachments must be sent to the address provided by the New Jersey Division of Revenue and Enterprise Services. Corporations should keep a copy for their records while waiting for the state’s stamped confirmation.
- Ensure the form used is the current version
Submitting an outdated version of Form C159-B may result in rejection. Corporations should always download the most recent form before preparing their dissolution documents.
Post-Filing Steps
- Retain the stamped copy for company records
Once the New Jersey Certificate of Dissolution is accepted, the state will return a stamped copy. This document is essential for confirming that the corporation no longer exists and may be needed for tax filings or business closures.
- Resolve remaining financial and operational matters
Even after filing, the corporation must finalize all outstanding obligations. This includes closing bank accounts, ending contracts, notifying vendors, and complying with any remaining reporting requirements.
- File final state and federal tax returns
The dissolution does not remove the corporation’s responsibility to file final tax returns. The company must submit all required state and federal forms to fully complete its obligations.
- Maintain records for future reference
Corporations should store dissolution documents, tax clearance records, and internal approvals securely. These records may be required later for audits, creditor inquiries, or legal matters.
Common Filing Errors to Avoid
- Incorrect corporate name or registered agent information
One of the most common errors involves entering a corporate name or registered agent that does not match state records. The name must appear exactly as it is listed with the State Treasurer, including punctuation and abbreviations.
- Missing tax clearance for profit corporations
New Jersey requires a tax clearance certificate for all profit corporations before dissolution can be approved. If the certificate has not been issued or is not on file at the time Form C159-B is reviewed, the state cannot finalize the dissolution.
- Failure to include all required signatures
Form C159-B is used when dissolution is approved without a meeting, which means all shareholders entitled to vote must sign the certificate. Missing signatures or incomplete signature blocks invalidate the filing because the state cannot confirm unanimous approval.
Common Filing Errors to Avoid
- Not attaching required documents for nonprofits
Although this filing is primarily for profit corporations, nonprofits using Form C159-B must attach a detailed plan of dissolution and any additional documents required under nonprofit statutes. Omitting these attachments results in an incomplete filing and prevents the state from reviewing the dissolution properly.
- Submitting the wrong version of the form
Using an outdated version of Form C159-B is another frequent mistake. New Jersey occasionally updates its corporate forms, and older versions may not contain the required fields or disclosures. Corporations should always download the current form from the Division of Revenue before preparing their dissolution documents.
- Failing to meet annual report obligations before filing
New Jersey requires all corporations to be in good standing prior to dissolution. If annual reports or associated fees are past due, the state will not accept the Certificate of Dissolution. Corporations must verify that all annual report filings are up to date to avoid rejection and processing delays.
Conclusion
Filing the New Jersey Certificate of Dissolution for Profit Corporations requires careful attention to detail, complete documentation, and strict compliance with state procedures. From obtaining tax clearance to confirming unanimous shareholder approval, each step must be handled correctly to ensure the dissolution is accepted by the New Jersey Division of Revenue.
For corporations that prefer a smooth and dependable filing experience, FastFile provides reliable support throughout the entire process.
FastFile reviews your documents for accuracy, prepares compliant forms, verifies all signature and attachment requirements, and submits your dissolution request directly to the state. Their team follows a structured workflow to prevent delays, avoid rejections, and help corporations close their records confidently and efficiently.If you want your New Jersey Certificate of Dissolution filed correctly the first time, FastFile delivers a responsible, organized, and efficient solution tailored to the requirements of corporate dissolution in New Jersey.