How to Dissolve an LLC in New Jersey (2026)
To dissolve an LLC in New Jersey, you file a Certificate of Cancellation with the state for a $100 fee. Unlike a dissolving corporation, you won't need a Tax Clearance Certificate first.
This guide covers voluntary dissolution for a domestic LLC. Its members have decided to close the business. A foreign LLC uses the same form to withdraw, at a higher fee.
Quick Summary
- File your final tax returns first. Skip this step and the LLC stays on the hook for fees and penalties after you've stopped operating.
- Check your operating agreement's dissolution rule first. If there isn't one, New Jersey requires every member to consent by default.
- Keep your certificate of cancellation once it arrives. Banks ask for a copy before they'll close your business accounts.
New Jersey LLC Dissolution Quick Reference
Here's what New Jersey wants before it will approve your Certificate of Cancellation, from the fee you owe to the address you mail it to.
| Detail | Information |
|---|---|
| Form name | Certificate of Cancellation (Form L-109) |
| Filing fee | $100 domestic LLC / $125 foreign LLC |
| Expedited options | 8.5-business-hour: $25. Same-day (fax only): $50. 2-hour: $500. 1-hour: $1,000 |
| Standard processing | Not published by the state |
| Online portal | njportal.com/DOR/AnnualReports ("Close a Business") |
| Mail address | Division of Revenue and Enterprise Services, Business Liquidations, PO Box 308, Trenton, NJ 08625-0308 |
| In-person address | 33 West State Street, 5th Floor, Trenton, NJ 08608 (Attn: Business Liquidations) |
| Notarization required | No |
| Tax clearance required (agency) | No for LLCs (corporations only, NJ Division of Taxation) |
| Online filing mandatory for | Not mandatory. Mail, in-person and online filing are all accepted |
| Short-form eligibility | None. All domestic LLCs file Form L-109 |
How to Dissolve an LLC in New Jersey: 6 Steps
New Jersey law lays out a clear order for winding down an LLC. Your operating agreement can set its own rule for the first step, though. For the bigger picture, see our overview on dissolving an LLC.
Step 1: Vote to Dissolve
Start by checking your operating agreement. Most agreements spell out how members vote to dissolve. They may set a required percentage or a written consent process.
If your agreement is silent, New Jersey's default rule applies. The LLC dissolves only when every member agrees [1]. Write the vote down and keep it with your company records. You may need to show it later.
Step 2: Notify Creditors
You have two ways to notify creditors when you dissolve a New Jersey LLC. The faster option is mailing a written notice to each known claimant, giving them at least 120 days to respond [2].
The slower option is publishing notice once in a newspaper in the county where your LLC's office sits. This protects you from creditors you don't know about, since their claims are barred if no one sues within five years of publication [3].
Step 3: File Final Tax Returns (No Tax Clearance Required)
Your LLC does not need a Tax Clearance Certificate before you dissolve it. File your final state and federal tax returns, then move straight to the cancellation paperwork.
Close your New Jersey tax registration once those returns are filed. The state won't process a Certificate of Cancellation if your annual reports are behind. Confirm your annual report in New Jersey status is current before you submit.
Step 4: File the Certificate of Cancellation
File Form L-109, the Certificate of Cancellation, with the Division of Revenue and Enterprise Services. The fee is $100 for a domestic LLC. It's $125 if your LLC is foreign.
You can file online through the state's Close a Business service. You can also file by mail or in person at the Division's Trenton office. New Jersey has no short-form or simplified cancellation option, so every domestic LLC files the same Form L-109.
New Jersey doesn't publish a standard turnaround time for this filing. If you need it faster, the state offers paid expedited tiers. Pay $25 for 8.5-business-hour service, $50 for same-day fax filing, $500 for two-hour service, or $1,000 for one-hour service.
No notarization is required either. You just need a signature and the date from someone authorized to sign for the LLC.
Step 5: Distribute Remaining Assets
Creditors get paid first when a New Jersey LLC winds down, including any member who is owed money as a creditor [4]. What's left goes back to members for their unreturned capital contributions. Once contributions are repaid, members split any remaining surplus equally.
Step 6: Close Accounts and Cancel Licenses and Permits
Close each LLC bank account once your final obligations are paid. Send the bank a signed letter with your account numbers and business name. Expect them to ask for a copy of your certificate of cancellation.
Cancel your sales tax registration and any municipal permits your business held. If you paid for a registered agent in New Jersey, keep that service active until the cancellation is filed. That way you won't miss a late notice.
What Happens if You Do Not Formally Dissolve
An LLC that never files a Certificate of Cancellation stays on the state's books. Fees and required filings keep coming due. Unpaid amounts can turn into penalties, even after the business has stopped operating.
New Jersey can administratively revoke a non-compliant LLC. But that isn't the same as dissolving it. Revocation doesn't wind down the company's affairs, and it doesn't protect members from the obligations a proper cancellation clears away.
FAQs
How Much Does It Cost to Dissolve an LLC in New Jersey?
It costs $100 to dissolve a domestic LLC in New Jersey. Foreign LLCs pay more, so check the summary table for the exact fee. Expedited service adds $25 to $1,000, depending on how fast you need it processed.
Does a New Jersey LLC Need a Tax Clearance Certificate to Dissolve?
No, New Jersey doesn't require a Tax Clearance Certificate for LLC dissolutions. Step 3 covers the final tax filings you still need to complete first.
How Long Does It Take to Dissolve an LLC in New Jersey?
New Jersey doesn't publish how long it takes to dissolve an LLC. Paying for expedited service is the state's only published way to speed things up. Check the summary table for the pricing tiers.
Does a Foreign LLC Use a Different Form to Withdraw From New Jersey?
No, a foreign LLC does not use a different form to withdraw from New Jersey. It still files Form L-109, just at the foreign-LLC fee tier shown in the summary table.
References:
- https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-48/
- https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-50/
- https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-51/
- https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-56/
The $100 filing fee for dissolution seems reasonable, but are there any hidden costs along the way?
A friend of mine dissolved his LLC in New Jersey last year, thinking it would be a straightforward process. He didn’t realize that there were final tax obligations and some lingering fees that came due after he thought everything was wrapped up. When the unexpected tax bill arrived, it was a shock, and he ended up paying more than he anticipated just to settle it. This guide would’ve been a huge help to him, covering all the steps he missed and helping him avoid those costly surprises.