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.
INSTRUCTIONS FOR FILLING OUT THIS FORM
STATUTORY FEE $50 FOR NON-PROFITS / $70 FOR PROFITS ($50 CERTIFICATE FEE PLUS $20 TAX CLEARANCE FILING FEE)
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.
Provide a statement indicating that the corporation is dissolved.
Form C-159B provides these statements.
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.
Have all shareholders or members sign in person or by proxy. Also, list the date of execution (signature).