How to Dissolve a New Jersey Limited Liability Company

Certificate of Cancellation

Under the New Jersey Limited Liability Company Act, when a limited liability company is ceasing its operation in New Jersey, steps must be taken to remove the entity from the tax and public records. Technically, New Jersey domestic LLCs cancel their Certificate of Formation rather than dissolving, although the effect is the same. The LLC must be in good standing – all annual report obligations must be satisfied prior to submitting the cancellation paperwork.

An LLC may submit the cancellation request online or may file Form L-109 (Certificate of Cancellation) with the New Jersey Division of Revenue.

To enter the online system, you will need your 10 digit identification number, your business type (LLC) and the month and year your business was originally formed or authorized to do business in New Jersey.

The following information is required to file an certificate of cancellation in New Jersey:

  • Business Name – List the name as it appears on the records of the State Treasurer.
  • Business Entity Number – Provide the 10-digit business entity identification number issued by the State of New Jersey.
  • Date of Formation – List the date the LLC was formed.
  • State of Formation – List the state where the LLC was formed. Required for foreign entities only.
  • Future Effective Date of Cancellation – Specify the effective date of the cancellation if it is other than the filing date. The effective date cannot be before the filing date nor can it be more than 30 days after the filing date. The filing date is the date the document is received for processing.
  • Reason For Filing – Specify the reason for filing the cancellation.

You must add a statement that indicates that the person(s) signing the certificate of cancellation are authorized to sign on behalf of the LLC. Form L-109 provides the statement.

An authorized representative must sign the certificate of cancellation. Also, list the date that the certificate is signed.

Form L-109 must be filed in duplicate. Non-profit LLCs must file in triplicate.

Fee: $100 for a domestic LLC; $125 for a foreign LLC

If you are filing a paper copy of Form L-109, mail it to: NJ Division of Revenue, PO Box 308, Trenton, NJ 08646. Make the check (no cash) payable to: Treasurer, State of New Jersey.

The cancellation will be considered effective when all online information and payments have been received unless a later date, not more than 30 days after the filing date, is specified in the certificate of cancellation.

New Jersey Division of Revenue

Physical Address:
New Jersey Division of Revenue
225 W. State Street, 3rd Floor
Trenton, NJ 08608-1001

Mailing Address:
PO Box 308
Trenton, NJ 08646

Telephone: (609) 292-9292 or (609) 530-6400