How to dissolve an LLC in New Jersey

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, New Jersey's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; New Jersey doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any alternate name filings, and close its bank accounts last.

Before New Jersey accepts the filing: To file online the LLC must be in good standing: not revoked or voided for missed annual reports or taxes.

Step 3: File final tax returns

Not required for an LLC (the tax clearance application applies to for-profit corporations with outstanding tax obligations).

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Certificate of Cancellation with the New Jersey Division of Revenue and Enterprise Services

What to file: Certificate of Cancellation. File online through the Division of Revenue's business endings service, or by mail.

File online, or open the form or its instructions.

Close the LLC's state tax registrations (sales tax, withholding) separately with the Division of Taxation.

Step 5: Keep the records

Keep the filed Certificate of Cancellation, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the New Jersey company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: New Jersey eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Cancellation closes it on your terms and on the record. New Jersey's recurring filing, for reference: $75 each year.

Sources

• Business end, nj.gov
• Fees, nj.gov
• L109ins (PDF), nj.gov

Read from the New Jersey Division of Revenue and Enterprise Services's own pages and forms on October 10, 2026.