Division of Revenue - DISSOLVING/WITHDRAWING A PROFIT CORPORATION

Governor Chris Christie • Lt.Governor Kim Guadagno

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DISSOLVING/WITHDRAWING A PROFIT CORPORATION

As of July 1, 2003, procedures for the dissolution or withdrawal of domestic and foreign profit corporations were modified. All forms and applications for this process, including the application for a Tax Clearance Certificate (Form A-5088-TC), Estimated Summary Tax Return (Form A-5052-TC), and payment of any outstanding tax obligations are now to be sent to the Division of Revenue as part of the dissolution application package. The forms and payments to be submitted for dissolution are:

Appropriate form for your type of business -

Form C-159D Certificate of Dissolution for domestic profit corporations without a meeting of the shareholders,

Form C-159S Certificate of Dissolution for domestic profit corporations pursuant to action by the board and with a meeting of the shareholders, or

Form C-124P Certificate of Withdrawal for foreign profit corporations

Estimated Summary Tax Return (A-5052-TC), with a separate payment for any taxes due. Payment may be made by check.

Request for Tax Clearance Certificate (Form A-5088-TC)

Payment of all fees: $120.00. This includes the $ 95.00 dissolution fee and the $ 25.00 tax clearance certificate application fee. Payment may be made by either check or credit card. Checks are payable to: Treasurer, State of New Jersey.

These completed documents and payments will be sent to:

Regular Mail:
NJ Division of Revenue
PO Box 308
Trenton, NJ 08646
Attn: Business Liquidations

Over the Counter/Courier
NJ Division of Revenue
33 West State Street, 5th Fl.
Trenton, NJ 08608
Attn: Business Liquidations

The Division of Revenue will forward the final return and the tax clearance certificate application to the Division of Taxation for review. After all tax obligations have been satisfied, the Division of Taxation will issue a Tax Clearance Certificate. Once this document is received from the Division of Taxation, the final processing of the dissolution will occur. The effective date of the dissolution will be the date the Tax Clearance Certificate is received by the Division of Revenue.

Since the issuance of the Tax Clearance Certificate is a lengthy process, the business tax eligibilities for the corporation is now ended once the Division of Revenue receives all the properly completed documents, payments and fees listed above but before the Tax Clearance Certificate is issued. This procedure will ensure that the business is not subject to new tax obligations for the period after the dissolution application has been received while the tax clearance process is occurring.

Although the business tax eligibilities will end before the issuance of the Tax Clearance Certificate, any prior tax obligation will still be payable and must be satisfied before a Tax Clearance Certificate will be issued. If a Tax Clearance Certificate is not issued, the business tax eligibilities may be reactivated as if there was no lapse in subjectivity.

IMPORTANT NOTE: The closing of tax eligibilities before the Tax Clearance Certificate is received will occur only when the Division of Revenue on or after July 1, 2003 receives the complete application package with all forms and payments listed above. If a request for a Tax Clearance Certificate is separately submitted to the Division of Taxation for processing either before or after July 1, the prior procedures will be in effect and the business tax eligibilities for the corporation will not end before the Tax Clearance Certificate is received. In addition, Forms C-159B or C-124 will be used instead of the new forms listed above. The $95.00 dissolution fee will be submitted with the dissolution/withdrawal documents.

If you have any questions regarding this new procedure, you may contact the Division of Revenue at 609.292.9292. All questions regarding the issuance of a Tax Clearance Certificate or the resolution of tax issues should be directed to the Division of Taxation at 609.292.6400.

Last Updated: Thursday, 12/22/11

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