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Certificate of Dissolution (Without a Meeting of Shareholders) (New Jersey)

This form is to dissolve a corporation without a meeting of shareholders in New Jersey. The form provided here is simply a sample of what the actual Form C-159b looks like.

Department of the Treasury
Division of Revenue

CERTIFICATE OF DISSOLUTION

(Without a Meeting of Shareholders)
(For Use by Domestic Profit and Nonprofit Corporations)
(Nonprofit corporations must file in triplicate. For Profit Corporations must file in duplicate)

Check Appropriate Statute:

__ 14A:12-3 New Jersey Business Corporation Act
__ 15A:12-3 New Jersey Nonprofit Corporation Act

A corporation may be dissolved by the written consent of all its shareholders/members entitled to vote thereon. To effect such dissolution, all such shareholders/members shall sign and file in the Office of the Treasurer, Division of Revenue, the following articles of dissolution. Domestic profit corporations must attach a "Tax Clearance Certificate" obtained from the Division of Taxation, Department of Treasury, PO Box-269, Trenton, N.J. 08625.

1. Name of Corporation: ______________________________

2. Corporation Number: ______________________________

3. Registered Agent: ______________________________

4. Registered Office: ______________________________

______________________________ (STREET AND POSTAL DESIGNATION, IF APPLICABLE)

5. Name sand addresses of the Directors/Trustees and Officers.
(Note: Address cannot be that of the Nonprofit Corporation).

______________________________

______________________________

6. The corporation is dissolved.

7. Nonprofit corporation must also include a Plan of Dissolution, Statement of Liabilities and the date and vote of the dissolution authorization

______________________________

The certificate has been signed in person or by proxy by all shareholders/members of the corporation entitled to vote thereon.

Signature: ______________________________

Date: ______________________________


Signature: ______________________________

Date: ______________________________


Signature: ______________________________

Date: ______________________________


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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STATUTORY FEE $50 FOR NON-PROFITS / $70 FOR PROFITS ($50 CERTIFICATE FEE PLUS $20 TAX CLEARANCE FILING FEE)

MANDATORY FIELDS:

Statutory Authority
Check the appropriate statutory authority (14A:12-3 or 15A:12-3).

Field # 1 -- Business Name
List the name as it appears on the records of the Treasurer.

Field #'s 3&4 -- Registered Agent And Office
List the agent and office as shown on the records of the Treasurer.

Names(s)/ Addresses Of Directors (Domestic Profit Corporations) Or Trustees/Officers
(Domestic Non-Profit Corporations)
Provide the names and addresses as indicated. Do not list the corporate address.

ATTESTATIONS
Provide a statement indicating that the corporation is dissolved.

Form C-159B provides these statements.

ATTACHMENTS
For non-profits with assets, attach a non-profit plan of dissolution/statement of liabilities pursuant to Title 15A:12-3.

TAX CLEARANCE (For-Profit Corporations)
Obtain and attach to your filing submission a Tax Clearance Certificate. The application form for the Tax Clearance Certificate is provided in this sub-section following Form C159B. Remember that there is a $25.00 fee for the Tax Clearance Certificate, and that the New Jersey Division of Taxation issues them.

EXECUTION (DATE/SIGNATURE)
Have all shareholders or members sign in person or by proxy. Also, list the date of execution (signature).

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