How To Dissolve an LLC in New Jersey

If you’re a business owner in New Jersey and have decided that it’s time to close your Limited Liability Company (LLC), it’s important to follow the proper legal procedures to dissolve it. Dissolving an LLC involves several steps and considerations to ensure a smooth and lawful closure. In this guide, we’ll walk you through the process of how to dissolve an LLC in New Jersey, including the necessary forms, fees, and important deadlines.

1. Understanding the Need for Dissolution

Before you start the process, it’s essential to understand why you’re dissolving your LLC. Whether it’s due to a change in business direction, financial difficulties, or other reasons, having a clear understanding will guide your dissolution process.

2. Reviewing Your LLC Operating Agreement

Review your LLC’s operating agreement to check if it contains specific provisions related to dissolution. It may outline the steps and requirements for dissolving the company.

3. Settling Business Debts and Obligations

Ensure that all outstanding debts and obligations of the LLC are settled. This includes paying off creditors, vendors, and any outstanding loans.

4. Filing Articles of Dissolution

Prepare and file the Articles of Dissolution with the New Jersey Division of Revenue and Enterprise Services. This officially notifies the state of your intent to dissolve the LLC.

5. Notifying Tax Authorities

Notify the Internal Revenue Service (IRS) and the New Jersey Department of Revenue of your LLC’s dissolution. This is crucial to avoid any future tax liabilities.

6. Closing Bank Accounts and Assets

Close all business bank accounts and liquidate assets. Ensure that any remaining funds are used to settle outstanding debts and obligations.

7. Handling Employee and Contractual Matters

If you have employees, follow the appropriate employment termination procedures and fulfill any contractual obligations.

8. Informing Clients and Vendors

Notify your clients, customers, and vendors about the LLC’s dissolution and provide them with necessary contact information for future inquiries.

9. Liquidating LLC Assets

Liquidate any remaining assets, such as equipment or inventory, and distribute the proceeds among LLC members as per the operating agreement.

10. Obtaining a Tax Clearance Certificate

Obtain a Tax Clearance Certificate from the New Jersey Division of Revenue to ensure that all tax liabilities are settled.

11. Canceling Business Permits and Licenses

Cancel any business permits and licenses held by the LLC. This ensures you are no longer responsible for compliance.

12. Complying with New Jersey’s Annual Report Requirement

If your LLC is required to file annual reports in New Jersey, make sure you fulfill this obligation before dissolution.

13. Maintaining Records

Keep all LLC records, financial documents, and dissolution paperwork for at least seven years as required by New Jersey law.

14. Dealing with Potential Lawsuits

Address any potential legal issues or disputes that may arise during or after the dissolution process.


Dissolving an LLC in New Jersey is a comprehensive process that requires careful attention to legal, financial, and administrative details. By following these steps, you can ensure a smooth and lawful dissolution of your business entity. Remember to consult with legal and financial professionals to navigate the process effectively.


How much does it cost to dissolve an LLC in New Jersey?

The filing fee for the Articles of Dissolution is $100.

Can I dissolve an LLC with outstanding debts?

Yes, but it’s essential to settle all outstanding debts before proceeding with dissolution.

How long does it take to dissolve an LLC in New Jersey?

The processing time can vary, but it typically takes a few weeks to several months.

Do I need a lawyer to dissolve my LLC in New Jersey?

While it’s not mandatory, consulting with an attorney is advisable to ensure compliance with state laws.

What happens if I don’t dissolve my LLC properly?

Failing to dissolve your LLC correctly may lead to legal and financial consequences, including tax liabilities.

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