New Jersey Plan of Liquidation and Dissolution of a Corporation

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Multi-State
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US-0076BG
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Description

Dissolution is the act of bringing to an end. It is the act of rendering a legal proceeding null, or changing its character. Under corporate law, it is the last stage of liquidation. Dissolution is the process by which a company is brought to an end.



Liquidation is the selling of the assets of a business, paying bills and dividing the remainder among shareholders, partners or other investors. A business need not be insolvent to liquidate. Upon liquidation of certain business, such as a bank, a bond may be required to be posted to assure the proper distribution of assets to creditors.

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FAQ

You can also dissolve a New Jersey corporation by submitting the appropriate Certificate of Dissolution form (in duplicate) to the New Jersey Division of Revenue. If you submit a paper Certificate of Dissolution form, you need to include an Estimated Summary Tax Return and an Application for Tax Clearance Certificate.

To close your business in New Jersey and avoid potential fines and fees there are several steps you need to take: File the closure of your business. ... File your future annual reports until your business is formally closed. ... Cancel tax registration. ... File final tax returns.

Yes. You will need clearance from the Division of Taxation to dissolve a New Jersey corporation.

Nonprofit corporations 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.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

Assets are liquidated and distributed, or if the company is to continue, procedures that reflect the changes in the makeup of members are specified. Dissolution concludes with the termination of the company's legal existence and filing of a certificate of dissolution with the NJ Secretary of State.

Failure to dissolve the corporation when the corporation has ceased doing business will result in the legal requirement to continue to file Corporation Business Tax returns with the necessary remittance of the minimum CBT tax.

If the leadership of the organization decides that winding down is the best option, the organization will need a ?plan of dissolution.? A plan of dissolution is essentially a written description of how the nonprofit intends to distribute its remaining assets and address its remaining liabilities.

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New Jersey Plan of Liquidation and Dissolution of a Corporation