How to Dissolve an LLC in New Jersey (2026)

To dissolve an LLC in New Jersey, file a Certificate of Cancellation (Form L-109) with the New Jersey Division of Revenue and Enterprise Services, for a filing fee of about $100 ($125 for a foreign LLC). Note the venue: New Jersey handles business filings through the Division of Revenue (part of the Treasury), not a Secretary of State. Your LLC must be in good standing, annual reports current, before you can cancel, and New Jersey makes you choose between "Dissolve" and "Dissolve and Terminate," which mean different things.

Here's the full process and the New Jersey-specific specifics.

New Jersey LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure, New Jersey's default rule calls for a majority vote of members, and hold the required vote, then record it. The documented decision is the basis for the cancellation filing.

Step 2: Confirm good standing (bring annual reports current)

Handle this first, because New Jersey requires the LLC to be in good standing to cancel. New Jersey LLCs owe a $75 annual report each year, and if you've fallen behind, you must file the outstanding reports and pay the fees to restore good standing before the Division of Revenue will process your cancellation. Check your status; if delinquent, the catch-up comes first.

Step 3: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 4: Handle final taxes

File your final New Jersey returns, for a multi-member LLC, that's the NJ Partnership Return (NJ-1065), marked final, and your final federal return, and settle any sales-tax or employer-withholding obligations. For LLCs, New Jersey generally doesn't require the separate formal tax-clearance certificate that corporations must obtain (the $120 dissolution-plus-tax-clearance process is primarily a Corporation Business Tax requirement). But all outstanding taxes must be paid, and an easily forgotten step is canceling your New Jersey business registration certificate, leaving it open can keep generating obligations.

Step 5: File the Certificate of Cancellation (and choose Dissolve vs. Dissolve and Terminate)

File the Certificate of Cancellation (Form L-109) with the Division of Revenue, about $100, online through the Business Endings and Cancellation service or by mail. New Jersey's online system asks you to choose: "Dissolve" if the business isn't immediately ceasing all operations, or "Dissolve and Terminate" if the LLC will no longer conduct any operations in New Jersey. For a full closure, "Dissolve and Terminate" is the option that fully ends the entity. Online cancellations can be immediate if you provide all required information; mailed filings take longer.

Step 6: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The New Jersey wrinkle: the Division of Revenue, good standing, and the Dissolve/Terminate choice

New Jersey has a few distinctive features. First, the venue: there's no Secretary of State for business entities in New Jersey, filings go through the Division of Revenue and Enterprise Services, part of the Treasury. So the office, forms, and online portal are all Division of Revenue, which surprises people expecting a Secretary of State.

Second, the good-standing gate: New Jersey won't cancel an LLC that's behind on its $75 annual reports, so a delinquent LLC has to catch up first. Third, the Dissolve-versus-Terminate choice in the online system, which trips people up: "Dissolve" alone may leave the entity in a state where it could resume, while "Dissolve and Terminate" fully ends it. For a clean, permanent closure, choose Dissolve and Terminate. And don't forget to cancel your New Jersey business registration certificate separately, owners who skip it can keep receiving compliance notices for an entity they thought was closed, the New Jersey version of the trap in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve a New Jersey LLC?

The Certificate of Cancellation costs about $100 for a domestic LLC (around $125 for a foreign LLC), filed with the Division of Revenue. The cost that catches lapsed LLCs is the $75 annual report: you must be in good standing (all annual reports current) before New Jersey will cancel, so a delinquent LLC owes the back report fees first.

Where do I file to dissolve a New Jersey LLC?

With the New Jersey Division of Revenue and Enterprise Services, not a Secretary of State, New Jersey handles business entities through the Treasury's Division of Revenue. You can file the Certificate of Cancellation online through the Business Endings and Cancellation service (often immediate) or mail it to Business Liquidations in Trenton. Your LLC must be in good standing first.

What's the difference between Dissolve and Dissolve and Terminate in New Jersey?

New Jersey's online system offers both. "Dissolve" is used when the business isn't immediately ceasing all operations, while "Dissolve and Terminate" is for an LLC that will no longer conduct any operations in the state. For a full, permanent closure, choose "Dissolve and Terminate," which fully ends the entity. Choosing only "Dissolve" can leave the LLC in a status short of complete termination.

This page covers the New Jersey specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, New York and Pennsylvania. New Jersey's official filing is through the Division of Revenue and Enterprise Services, and taxes through the Division of Taxation.