Guide to the New Jersey Certificate of Cancellation for LPs
Guide to the New Jersey Certificate of Cancellation for a Limited Partnership with LP-103 filing steps, requirements, signatures, and compliance rules.
New Jersey Certificate of Cancellation for a Limited Partnership
The New Jersey Certificate of Cancellation for a Limited Partnership is the official filing used to end a domestic LP’s legal existence under New Jersey law. By completing and submitting Form LP-103 to the Division of Revenue, the partnership confirms that it has resolved its obligations, following its partnership agreement.
New Jersey Certificate of Cancellation of Cancellation
The New Jersey Certificate of Cancellation is the official filing used to terminate a domestic limited partnership under state law. By submitting Form LP-103 to the New Jersey Division of Revenue, the partnership formally ends its legal existence and removes itself from the state’s active business registry.
This filing confirms that the partnership has followed its internal agreement, resolved all outstanding obligations, and is ready to close. Because dissolution permanently ends the entity, accurate completion of Form LP-103 is essential to ensure the cancellation is recognized under NJSA 42:2A.
New Jersey Certificate of Cancellation of Cancellation
Requirements Before Filing the Certificate of Cancellation
- Ensure all annual reports are filed
Before submitting the New Jersey Certificate of Cancellation, the limited partnership must be up to date on all annual report obligations. The Division of Revenue will not accept Form LP-103 if required reports remain outstanding, as state law requires the LP to be in good standing at the time of cancellation.
- Follow the partnership agreement’s dissolution procedures
The partnership agreement may outline specific steps for dissolution, such as a partner vote or written consent. These internal procedures must be completed before filing Form LP-103, as New Jersey requires the partnership to certify that its governing rules were followed.
- Confirm all debts and obligations have been resolved
The LP must settle its liabilities before filing the Certificate of Cancellation. Although the form does not require listing debts, the partnership attests that dissolution is appropriate and that no unresolved financial obligations remain.
- Verify eligibility to file under NJSA 42:2A
The LP must confirm that it is authorized to cancel under the New Jersey Uniform Limited Partnership Law. This includes ensuring that the partnership is active and that all general partners are prepared to sign the form, unless no general partner remains.
Information Required on Form LP-103
1. Name of the Limited Partnership
The form requires the exact legal name of the limited partnership as recorded in New Jersey’s business database. The name must appear exactly as it does in the Certificate of Limited Partnership, including punctuation and formatting. Accuracy here ensures that the cancellation applies to the correct entity and prevents delays in processing.
2. Limited Partnership Number
Form LP-103 asks for the 10-digit Limited Partnership Number, also known as the business entity identification number. This number is assigned by the New Jersey Division of Revenue and is used to locate the partnership’s filings and verify its status. Using the correct identification number helps ensure the Certificate of Cancellation is matched to the right entity record.
3. Date of Filing the Certificate of Limited Partnership
The partnership must provide the original filing date of its Certificate of Limited Partnership. This date confirms when the LP was officially formed and allows the state to verify its filing history.
The date can be located in the original formation documents or through an entity search on the state website. Including the correct formation date supports accurate validation of the cancellation request.
4. Reason for Filing the Certificate of Cancellation
New Jersey requires the limited partnership to state a clear reason for cancellation, such as completion of business operations, expiration of the term stated in the partnership agreement, withdrawal of partners, or voluntary dissolution under the agreement.
This statement demonstrates that the LP has a lawful basis for termination and has satisfied the conditions outlined in NJSA 42:2A. Providing a specific and truthful reason helps the Division of Revenue confirm compliance and approve the cancellation without delay.
Signature and Execution Requirements
- All general partners must sign Form LP-103
The New Jersey Certificate of Cancellation requires signatures from all general partners. This confirms that dissolution has full authorization under the partnership agreement and New Jersey law.
- Limited partners may sign if no general partner exists
If the LP no longer has a general partner, New Jersey permits limited partners to execute the form. This ensures that the partnership is still able to dissolve even if its management structure has changed.
- Each signature must include a date
Every signer must include the date of execution. The Division of Revenue uses the date to validate when the authorization occurred and to determine whether the form was completed properly.
- Signatures must be original and clearly printed
New Jersey requires clear, readable signatures and printed names so that each signer’s identity and role can be verified. Illegible or missing information may delay processing.
Information Required on Form LP-103
Additional Compliance Notes
- Partnership name must match state records exactly
The name listed on Form LP-103 must be identical to the name on file with the Division of Revenue. Any variation, even minor, may cause the filing to be rejected.
- The partnership number must be correct
The 10-digit partnership ID is used to match the filing to the correct business record. Using the wrong ID may prevent processing.
- Dissolution becomes effective only upon state acceptance
Filing Form LP-103 does not immediately dissolve the LP. The cancellation takes effect only when approved by the NJ Division of Revenue and entered into state records.
- Keep a copy of all documents submitted
Partnerships should maintain copies of the filed forms, approvals, and internal records related to dissolution for legal and tax purposes.
Post-Filing Considerations
- Finalize winding-up activities
After the Certificate of Cancellation is approved, the partnership must complete final administrative tasks such as closing accounts, ending contracts, and distributing remaining assets to partners.
- Address remaining tax responsibilities
The LP must file any final New Jersey and federal tax returns. Dissolution does not eliminate tax obligations that arose before cancellation.
- Notify affected parties of the dissolution
Vendors, clients, financial institutions, and other relevant parties should be informed that the limited partnership has been cancelled. This prevents future misunderstanding and helps ensure clean termination of obligations.
- Retain records for compliance and historical reference
Partnerships should maintain all dissolution-related documents, including the approved Form LP-103, partner authorizations, and final tax filings. These records may be needed for audits, legal matters, or partner inquiries.
Common Errors to Avoid When Filing LP-103
- Partnership name not matching state records
A common filing error occurs when the name on Form LP-103 does not match the name recorded with the New Jersey Division of Revenue. The New Jersey Certificate of Cancellation requires the exact legal name, including punctuation and spacing.
- Incorrect or missing Limited Partnership Number
The 10-digit Limited Partnership Number is essential for locating the partnership’s official record. Submitting Form LP-103 without the correct number prevents the state from linking the cancellation request to the proper entity. This mistake often results in returned filings and processing delays.
- Leaving the “reason for cancellation” blank or unclear
New Jersey requires a clear statement describing why the partnership is filing the Certificate of Cancellation. Reasons may include completion of business activities, voluntary dissolution under the partnership agreement, or expiration of the partnership’s term.
- Missing general partner signatures
The most critical error is failing to include signatures from all general partners. New Jersey requires every general partner to sign Form LP-103, unless none remain only then may limited partners sign. Missing signatures, incorrect titles, or unsigned signature blocks will automatically result in a rejection notice.
Common Errors to Avoid When Filing LP-103
- Not submitting the required number of copies
The state requires two complete copies of the Certificate of Cancellation. Many filers submit only one copy, which leads to processing delays. Ensuring that duplicate forms are included allows the Division of Revenue to retain one copy and return the other once approved.
- Using outdated or altered forms
New Jersey requires the current version of Form LP-103 exactly as issued by the Division of Revenue. Altered forms, outdated versions, or handwritten changes to required sections can lead to discrepancies and filing rejection.
- Illegible entries or incomplete fields
Forms submitted with faint print, unreadable handwriting, or missing fields cannot be accepted for electronic storage. Because the Division of Revenue scans and archives all documents, clear and complete information is necessary for the dissolution to be recognized.
Conclusion
Filing the New Jersey Certificate of Cancellation for a Limited Partnership is an important step in formally ending the LP’s legal existence and updating its status with the Division of Revenue. Because Form LP-103 requires precise information such as the partnership name, partnership number, formation date, and signatures from all general partners, accuracy is essential.
FastFile prepares Form LP-103 with careful attention to every required field, verifies partner signatures, includes the correct number of copies, and ensures that all supporting documents meet state standards.
Their filing process is organized, consistent, and built to prevent common errors that often lead to rejection. FastFile’s approach focuses on clarity, steady communication, and accurate document handling giving limited partnerships confidence that their cancellation will be accepted the first time.
If you want a smooth, reliable experience when submitting your New Jersey Certificate of Cancellation, FastFile provides a practical solution that supports compliance and helps you close your LP with certainty.