Certificate of Dissolution (New Jersey)
This form is to dissolve a corporation before commencing business in New Jersey. The form provided here is simply a sample of what the actual Form C-159a looks like.
Department of the Treasury
Division of Revenue
CERTIFICATE OF DISSOLUTION
(BEFORE COMMENCING BUSINESS)
(For Use by Domestic Profit and Nonprofit Corporations)
(Nonprofit Corporations Must File This Form in Triplicate)
Check Appropriate Statute:
__ 14A:12-2 New Jersey Business Corporation Act
__ 15A:12-2 New Jersey Nonprofit Corporation Act
1. Name of Corporation: ___________________________
2. Registered Agent: ___________________________
3. Registered Office:
___________________________ (STREET AND POSTAL DESIGNATION, IF APPLICABLE)
___________________________ (CITY)
___________________________ (STATE)
___________________________ (ZIP CODE)
Set forth the names and addresses of the Incorporators and Directors/Trustees constituting the First Board. NOTE: Address cannot be that of the corporation.
___________________________
___________________________
Said corporation has not commenced business/activity and has issued no shares, and has no debts or other liabilities. Note: Nonprofit Corporations that have assets must adopt and attach a "Plan of Dissolution" pursuant to N.J.S.A. 15A: 2-8.
Said corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and
That the sole Incorporator or Director, if there is only one, or both Incorporators or Directors, if there are only two, or a majority of the Incorporators or Directors/Trustees, if there are more than two, has or have elected that the corporation be dissolved.
The undersigned petitions the Secretary of State to accept for filing this Certificate of Dissolution pursuant to the provisions provided, without payment of any filing fee and the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest. The name of the corporation shall be available immediately for corporate use upon the filing of this Certificate of Dissolution.
Signature: ___________________________
Date: ___________________________
Signature: ___________________________
Date: ___________________________
Signature: ___________________________
Date: ___________________________
-----------------------------
INSTRUCTIONS FOR FILLING OUT THIS FORM
-----------------------------
STATUTORY FEE (No Fee)
MANDATORY FIELDS:
Statutory Authority
Check the appropriate statutory authority (14A:12-2 or 15A:12-2).
Field # 1 -- Business Name
List the name as it appears on the records of the Treasurer.
Field #'s 2&3 -- Registered Agent And Office
List the agent and office as shown on the records of the Treasurer.
Names(s)/ Addresses Of Incorporators And Directors (Domestic Profit Corporations) Or Trustees Constituting The First Board (Domestic Non-Profit Corporations)
Provide the names and addresses as indicated. Do not list the corporate address.
ATTESTATIONS
Provide the following statements:
That the corporation has not commenced business/activity and had no shares, and has no debts or other liabilities.
That the corporation has received no payments or subscriptions to its shares, or if it has, returned them to those entitle thereto, less any part thereof disbursed for expenses; and
That the sole incorporators Director, if there is only one, or both Incorporators and Directors, if there only two, or a majority of the Incorporator or Directors/Trustees, if there are more than two, has or have elected that the corporation dissolve.
Form C-159A provides these statements.
ATTACHMENTS
For non-profits with assets, attach a non-profit plan of dissolution.
EXECUTION (DATE/SIGNATURE)
Have the incorporator(s) sign. Also, list the date of execution (signature).