The process of Legally Closing a LLC in New Jersey is called Dissolution.  After a New Jersey LLC has been Dissolved, it ceases to be Legally Active in the New Jersey Department of Treasury's records and may no longer Legally conduct business in the state of New Jersey.

A New Jersey LLC is created when the NJ Department of Treasury approves the Formation Documents - the Articles of Organization.  A record of the New Jersey LLC is added to the list of LLCs which have officially registered with the New Jersey Department of Treasury.  Once a LLC is registered with the New Jersey Department of Treasury, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a New Jersey LLC with the New Jersey Department of Treasury and want to cease business activities you have to let the NJ Department of Treasury know that you intend to close your company.  Only after the NJ Department of Treasury has made sure that all of the obligations of the New Jersey LLC have been fulfilled will the Department of Treasury approve of the closure of the company.

When the New Jersey Department of Treasury approves the closing of a NJ LLC, that New Jersey LLC is said to be Dissolved.  The process of Dissolving a New Jersey LLC is called New Jersey LLC Dissolution.

A New Jersey LLC must have filed all its required Annual Reports with the NJ Department of Treasury before the New Jersey Department of Treasury will approve the Dissolution of the NJ Limited Liability Company.

As soon as a New Jersey LLC is registered with the NJ Department of Treasury, that LLC is responsible for recurring obligations of the New Jersey Department of Treasury and the New Jersey Division of Revenue.  If a New Jersey LLC does not file its required reports or pay its tax obligations, then that NJ Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your New Jersey LLC with the New Jersey Department of Treasury that NJ Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

New Jersey LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the New Jersey Department of Treasury; and things that you have to do after the NJ Department of Treasury has approved Dissolution of the New Jersey LLC.

When a New Jersey LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the New Jersey LLC is Dissolved largely depends what kind of debts and liabilities that the New Jersey LLC has.  If the New Jersey LLC has not commenced business activities then the NJ LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the New Jersey LLC
   
   New Jersey LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the New Jersey LLC and a vote to Legally Close the New Jersey Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the New Jersey LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the New Jersey LLC.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the New Jersey Department of Treasury.
   
   
2. File all required Annual Reports with the New Jersey Department of Treasury
   
   The New Jersey Department of Treasury will not approve the Dissolution of a NJ LLC until all required administrative reports have been filed.
   
   We can file any required Annual Reports with the NJ Department of Treasury quickly and easily.
   
   
3. Clear up any business debts
   
   All creditors of a New Jersey LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
4. Pay all taxes and administrative fees owed by the New Jersey LLC
   
   The New Jersey Department of Treasury will definitely not approve the Dissolution of a New Jersey LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the New Jersey LLC
   
   If the New Jersey LLC has any remaining assets, these may be divided according to the Members' ownership interests in the NJ Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the New Jersey LLC
   
   If there are any business bank accounts that have been opened for the New Jersey LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved New Jersey LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the NJ LLC
   
   If the New Jersey LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the New Jersey LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved New Jersey LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a New Jersey LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the New Jersey LLC has been legally Dissolved so that it may take the appropriate actions.
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the NJ LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the New Jersey LLC.  Once the IRS links an EIN to a New Jersey LLC, that EIN stays with the New Jersey LLC even after the Company has been Legally Closed by the New Jersey Department of Treasury.
   
   When the IRS processes the final tax return for the New Jersey LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the New Jersey LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a New Jersey LLC can close an EIN account, it must be in Good Standing with the IRS.  The New Jersey LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The New Jersey LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your New Jersey LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your New Jersey LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your New Jersey LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a New Jersey LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the New Jersey Department of Treasury usually takes around 3-5 business days to process the Certificate of Cancellation.

Processing times for New Jersey LLC Dissolution filings vary depending on the work load of the Department of Treasury's staff.  We've found that normal processing of New Jersey Dissolution filings takes the state around 3-5 business days.

We are dependent on, and have no control over, the staff and systems of the New Jersey Department of Treasury .  In our experience 3-5 business days is the time it usually takes the New Jersey Department of Treasury to process a New Jersey Dissolution filing.  We get your New Jersey LLC Dissolution filing to the NJ Department of Treasury as soon as possible after we receive your order.  Once it is at the state we have no control over the New Jersey Dissolution approval process.

The total cost to Legally Close a New Jersey LLC varies depending on exactly what is required for each specific NJ Dissolution.  We charge $249 plus any state fees for our New Jersey LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Certificate of Cancellation with the New Jersey Department of Treasury
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from NJ Department of Treasury
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these New Jersey LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than New Jersey that are tied to the Domestic New Jersey LLC then each of those Foreign LLCs must be Dissolved before the New Jersey LLC can be legally Dissolved.

A New Jersey LLC company name is protected for one year from the date on which the NJ Department of Treasury approve the Dissolution of the New Jersey Limited Liability Company. After one year there are no LLC company name protections in New Jersey once a New Jersey LLC has been Dissolved by the New Jersey Department of Treasury.

There are no state of New Jersey requirements for the publication of a Notice of Dissolution of a New Jersey LLC.

While the New Jersey Department of Treasury does not legally require the publication of a Notice of Dissolution of a New Jersey LLC, publication is a good way to notify anyone who might have a claim against the New Jersey LLC.  Evidence of publication might prove useful down the line if someone makes a claim against the NJ Limited Liability Company after the New Jersey LLC has been dissolved.