Dissolve and Close an LLC
Do you need to close and dissolve an LLC in New Jersey? Then let’s go over everything you need to know to get started and prevent the common mistakes entrepreneurs make when dissolving an LLC.
When starting an LLC in New Jersey, filing of the certificate of organization is required. Conversely, to dissolve an LLC in New Jersey, we must file the certificate of dissolution. Both are legal documents that the secretary of state advises you to review through an attorney since they cannot provide the legal advice you may need to avoid complications throughout the process. Many entrepreneurs erroneously dissolve an LLC in New Jersey by ceasing all business actions without formal dissolution, but this bears the risk of potential lawsuits and liabilities.
While your LLC exists, the state demands that you meet all legal obligations for complete dissolution. While in good standing, LLC’s in New Jersey may have perpetual existence until formally dissolved. If inactive while in good standing with the state, the LLC may garner fees or be administratively dissolved by the government, inheriting respective debts and penalties. Business attorneys can efficiently guide you through each step of dissolving your LLC and help you avoid legal issues and delays.
Typically, the bylaws of your LLC describe the process of dissolution. If you form a new entity with us, our company formation service includes your company bylaws along with your certificate of organization and many other legal documents affordably prepared and completed specifically for your business. Financial, tax, and business matters require closure before the process of company dissolution in New Jersey is complete. It’s never part of the business plan to ultimately dissolve an LLC. Unfortunately, some events, difficulties, and failures can be impossible to forecast and may force you to file the certificate of dissolution. You may have to continue paying company taxes or file annual reports if you fail to dissolve your New Jersey LLC.
Many factors influence the time and difficulty of dissolving an LLC in New Jersey, such as the entity size, debts, assets, tax situation, the industry, and state requirements. Where needed, we’ll bring all required LLC and legal documents to completion and ensure all of your bases are covered. Based on each state’s requirements, Spiegel & Utrera, P.A. will prepare any necessary records such as the notice and minutes for your annual meetings.
Call us for a free consultation with our business law attorneys at (800) 603-3900.
Dissolve an LLC in New Jersey
There’s a roadmap for dissolving an LLC in New Jersey, including fulfillment of several financial, business, and legal matters. Company dissolution requirements vary per state though may generally require the following actions:
Get Members to Vote for Company Dissolution
One of the major steps in dissolving your LLC in New Jersey is to record the minutes of a board meeting with your company members and vote on dissolution. Some states require that the majority of members vote for dissolving the LLC, though the exact number needed varies per state.
With most state governments, if two-thirds of members don’t vote for dissolving the LLC, you may not be able to complete the certificate of dissolution process. At this stage, you should have a plan for distributing assets and satisfying financial obligations with your members. Company bylaws dictate the adopted procedure of dissolving an LLC—making it important to have a business lawyer complete the bylaws along with your articles when incorporating.
Notify the IRS and Get Tax Clearance to Dissolve Your LLC
States also need you to obtain tax clearance from the IRS before filing the certificate of dissolution. The IRS may demand an LLC to file a final annual tax return for the year of dissolution, along with any other required tax forms. If you have pending taxes and dissolve your LLC without transferring assets, the IRS could seize those assets to pay off the rest of your tax debt.
Close Company Accounts and Cancel Business Licenses
Dissolving an LLC in New Jersey includes closing all bank accounts, ending contracts, collecting final payments, meeting commitments with employees, withdrawing leases, notifying vendors, and possibly terminating any permits or licenses in the state attributed to your business. It may be necessary to notify your creditors and resolve outstanding claims prior to a filing of the certificate of dissolution.
File a Certificate of Dissolution with the New Jersey Secretary of State
Once you have checked off the prerequisites, you must file the certificate of dissolution in your domestic state of company formation, along with any foreign state you hold a qualification to transact business. You may be responsible for annual reports and fees in each state for the year in which you dissolved your LLC.
Contact Spiegel & Utrera, P.A. for a free consultation and guidance through the process of dissolving an LLC in New Jersey. Call (800) 603-3900 or fill out our immediate assistance form above.