Guide to the New Jersey Certificate of Cancellation for LLCs
Learn how to file the New Jersey Certificate of Cancellation for an LLC. Understand requirements, Form L-109 details, filing steps, and post-filing duties.
New Jersey Certificate of Cancellation for an LLC Filing Guide
Filing the New Jersey Certificate of Cancellation for an LLC is the final legal step in closing a business with the state. This process requires accurate information, proper documentation, and full compliance with New Jersey’s LLC dissolution rules. Understanding each requirement helps ensure a smooth and timely cancellation.
New Jersey Certificate of Cancellation for an LLC
The New Jersey Certificate of Cancellation for an LLC is the official filing used to terminate a domestic or foreign limited liability company under NJSA 42. Once Form L-109 is accepted by the New Jersey Division of Revenue, the LLC’s legal existence ends, and it is removed from the state’s active business registry.
This filing confirms that the LLC has completed its dissolution procedures, resolved all obligations, and is ready to close. Because cancellation is final, accuracy in preparing and submitting Form L-109 is essential to ensure compliance with New Jersey law.
Requirements Before Filing the Certificate of Cancellation
- All annual report obligations must be satisfied
Before filing the New Jersey Certificate of Cancellation, the LLC must be in good standing with the state. This means all annual reports must be filed and all related fees must be paid. The Division of Revenue will not process Form L-109 if the LLC has outstanding reporting obligations.
- LLC must follow dissolution procedures in the operating agreement
The LLC’s operating agreement may include rules for approving dissolution, such as member voting requirements or specific authorization steps. These procedures must be completed before filing. New Jersey requires the LLC to certify that it has followed its internal governing documents when submitting a cancellation request.
- Debts and outstanding obligations should be resolved
The LLC must settle all financial obligations including loans, contracts, and creditor claims before filing Form L-109. Although the form does not require listing these obligations, the LLC is responsible for completing all wind-down activities before requesting cancellation.
- Foreign LLCs must confirm their state of formation information
Foreign LLCs registered in New Jersey must verify their home-state formation details before filing. Form L-109 requires foreign LLCs to state their country or state of formation exactly as recorded in New Jersey’s system.
New Jersey Certificate of Cancellation for an LLC
Information Required on New Jersey Form L-109
1. Name of Limited Liability Company
The LLC name entered on Form L-109 must match the name on record with the New Jersey Division of Revenue, including punctuation and abbreviations. Any inconsistency may result in rejection because the state cannot confirm the identity of the entity.
2. Business Entity Number
Every LLC registered in New Jersey is assigned a 10-digit Business Entity Number, which must be included on the Certificate of Cancellation. This number allows the Division of Revenue to locate the correct business record and process the cancellation accurately.
3. Date of Formation
Form L-109 requires the original formation date of the LLC. For domestic LLCs, this is the date the Certificate of Formation was filed in New Jersey. For foreign LLCs, it is the date the company was formed in its home state. Providing the correct date ensures the cancellation aligns with the LLC’s existing records.
4. State of Formation
Foreign LLCs must identify the state or country where they were originally formed. This information confirms that the entity being cancelled in New Jersey corresponds to the correct out-of-state LLC.
5. Effective Date of Cancellation
The LLC must select an effective cancellation date that complies with New Jersey rules. The date may be the filing date or any date within 30 days after filing. New Jersey does not permit backdating the effective date meaning the cancellation cannot take effect before the form is received by the Division of Revenue.
6. Reason for Filing the Certificate of Cancellation
Form L-109 requires a brief explanation of why the LLC is cancelling its registration. Common reasons include completion of business operations, voluntary dissolution under the operating agreement, or withdrawal from New Jersey by a foreign LLC. Providing a clear, accurate reason supports proper classification of the cancellation request.
Signature and Attestation Requirements
- Authorized representative must sign Form L-109
The New Jersey Certificate of Cancellation for an LLC must be signed by an authorized representative of the company. This may be a member, manager, or another individual authorized under the LLC’s operating agreement.
- Printed name and date must accompany the signature
Form L-109 requires the signer to include their printed name and the date of execution. This information allows the NJ Division of Revenue to verify the authority of the signer and document when the cancellation was approved.
- Attestation confirming authority is mandatory
The form includes a statement affirming that the signer is authorized to execute the Certificate of Cancellation. By signing, the representative certifies that dissolution procedures were completed and that the information provided on Form L-109 is correct.
Effective Date Rules and Filing Timing Considerations
- Effective date must be the filing date or within 30 days after submission
The effective date listed on the New Jersey Certificate of Cancellation for an LLC cannot precede the date the NJ Division of Revenue receives Form L-109. New Jersey allows the LLC to select either the filing date or a date up to 30 days later, giving businesses flexibility when planning their final dissolution steps.
Signature and Attestation Requirements
- Effective date cannot be backdated
New Jersey law does not allow the LLC to choose a cancellation date earlier than the actual filing. The prohibition on backdating ensures that the LLC remains legally responsible for activities up to the moment the state receives the Certificate of Cancellation.
- Processing time depends on agency workload
Although the effective date is determined by the filer, the processing time for Form L-109 will vary depending on the Division of Revenue’s current volume. The LLC is considered cancelled only after the state accepts and records the filing.
Post-Filing Responsibilities
- Complete final wind-down activities
Once the New Jersey Certificate of Cancellation for an LLC is accepted, the company must finish its remaining wind-down tasks. This may include closing business accounts, terminating registrations, ending contracts, and collecting outstanding receivables.
- Resolve final state and federal tax filings
Even after filing Form L-109, the LLC must complete all outstanding tax filings. This includes final New Jersey tax returns and any remaining federal filings. Cancellation of the LLC does not eliminate tax duties that were already incurred.
- Notify partners, vendors, and financial institutions
After cancellation, the LLC should inform all parties affected by its closure. Notifying banks, service providers, and business partners ensures a clean end to ongoing obligations and prevents misunderstandings after the LLC ceases operations.
- Retain dissolution records for compliance and future reference
The LLC should keep copies of the approved Form L-109, internal dissolution documents, financial statements, and tax filings. These records may be needed later for audits, liability inquiries, or proof of proper closure.
Common Filing Mistakes to Avoid
- Incorrect business name or entity number
One of the most frequent mistakes when filing the New Jersey Certificate of Cancellation for an LLC is entering a business name or entity number that does not match state records. The name must be identical to the one on file with the NJ Division of Revenue, including spacing and abbreviations.
- Missing or invalid effective date
New Jersey requires the effective date of cancellation to be the filing date or a date within 30 days after filing. If the effective date is left blank, falls outside this timeframe, or precedes the filing date, the Division of Revenue cannot accept Form L-109.
- Using an outdated version of Form L-109
Submitting an older version of Form L-109 is another common error. New Jersey periodically updates its forms, and using an outdated version may cause legal inconsistencies or missing required fields. Always download the current form directly from the NJ Division of Revenue to avoid processing issues.
- Not filing in duplicate as required
New Jersey requires LLC cancellation documents to be filed in duplicate, meaning two complete copies must be submitted. Many filings are returned because only one copy was included. The duplicate requirement allows the Division of Revenue to keep one copy and return a stamped copy to the filer for their records.
Common Filing Mistakes to Avoid
- Missing signature or incomplete attestation
The New Jersey Certificate of Cancellation for an LLC must include a valid signature from an authorized representative along with the printed name and date. Incomplete signatures, missing attestation statements, or unclear signer information make the filing invalid.
Conclusion
Filing the New Jersey Certificate of Cancellation for an LLC requires precise information, correct use of Form L-109, and full compliance with state rules. Ensuring that all dissolution steps are completed and that the filing is submitted accurately helps the LLC close its legal status without delays or corrections.
If you want this process handled smoothly, FastFile provides dependable support from start to finish. FastFile prepares your documents accurately, checks all required details, manages filing timelines, and communicates with the state on your behalf.
FastFile follows a structured process that reduces errors, prevents rejections, and keeps your cancellation on track. From confirming business records to ensuring the form meets New Jersey’s requirements, FastFile offers guidance that helps you complete your LLC cancellation with confidence.
For a filing experience that is organized, efficient, and supported by a knowledgeable team, choose FastFile to manage your New Jersey Certificate of Cancellation for an LLC.