New Jersey is one of the easier states to dissolve an LLC in, and the state's own web page makes it look harder than it is. The Division of Revenue's Business Endings page leads with tax clearance — an application, a $25 fee, and a warning that it 'can be a lengthy process and may take several months'. That applies to for-profit corporations. The same page's table for limited liability companies says Tax Clearance Certificate Required? No. What an LLC does need is to be in good standing: every $75 annual report filed. Then it is one filing at $100, online, with the certificate available immediately. This page covers the statute, the online service, the paper alternative, and why a revoked LLC has to be brought back before it can be closed.
The statute: certificate of dissolution, then statement of termination
New Jersey's Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-49, sets out winding up in two filings. When the LLC dissolves it delivers a certificate of dissolution stating its name, whatever the filing office needs to identify it, and that it is dissolved; when winding up is complete it delivers a statement of termination stating its name and that it is terminated. The fee statute, 42:2C-93, sets the certificate of dissolution at $100 — the same as a certificate of amendment or articles of merger — and lists no separate fee for the statement of termination. The Division's online Business Endings service is described as encompassing 'the filings required to remove a business from the State's tax and commercial registries', so both are handled in the one session.
| Item | Fee | Notes |
|---|---|---|
| Certificate of dissolution (42:2C-93(4)) | $100 | Online or paper form L-109 |
| Card processing fee (online) | $3 | E-cheque avoids it |
| Expedited over-the-counter processing | $25 | In person, 8.5 business hours |
| Tax clearance application | $25 — corporations only | Not required for an LLC |
| Missing annual reports, each | $75 | Must be filed first; the LLC has to be in good standing |
Filing online
The Business Endings and Cancellation service on njportal.com asks for three credentials: the LLC's 10-digit New Jersey business identification number, the business type, and the month and year it was formed. It then checks the LLC's standing automatically. If annual reports are missing, the system requires them before it will proceed — file them in the same session and pay $75 each. Payment is by e-cheque or card, and the certificate can be printed as soon as the filing is accepted; the Division's page says online cancellation is effective when all information and fees have been received. If you would rather file on paper, form L-109 goes in duplicate with a cover letter to the Division of Revenue, Business Liquidations, PO Box 308, Trenton, NJ 08646; the Division does not accept fax filings for this.
Revoked? Reinstate first
New Jersey revokes an LLC that misses two consecutive annual reports, after a 60-day pending-revocation notice sent to the registered agent. A revoked LLC cannot dissolve; the online system will not accept the filing until standing is restored. Reinstatement means all delinquent annual reports plus the reinstatement and late fees, and can be submitted together with the dissolution in one online session — so the practical cost of having ignored an LLC for three years is roughly three reports, the reinstatement fees, and then the $100. It is, again, cheaper to dissolve the LLC the year you stop using it than to let the state revoke it.
Taxes: no clearance, but a final return
No tax clearance certificate is required to dissolve an LLC, but that is a statement about the Division of Revenue's filing rules, not about what the LLC owes. A New Jersey LLC taxed as a partnership files a final NJ-1065 with the Division of Taxation; one with employees closes its NJ-927 employer account; any sales-tax registration is cancelled through the same online endings service or the Division of Taxation. The Division's warning about lengthy tax clearance is real, but it applies to corporations — an LLC owner who finds the process taking months has usually been routed to the wrong entity type.
Name protection
After a certificate of dissolution is filed, the LLC's name is protected for one year, after which other entities may use it. A revoked LLC's name is not protected at all — one more reason a deliberate dissolution is the better exit if the name has any value to you.
The federal side: final return and the EIN
The state filing ends the LLC as a legal entity; it does nothing at the IRS. Two things close the federal account. First, a final tax return for the year the business closes: a single-member LLC reports on Schedule C of the owner's 1040 as usual; a multi-member LLC files Form 1065 with the final return box checked (near the top of the front page) and the final K-1 box checked on each partner's Schedule K-1. If the LLC paid any contractor $600 or more that year, the 1099-NECs are still due. Second, the EIN. The IRS is explicit that an EIN is never cancelled — it is the entity's permanent number — but the business account can be deactivated by letter once every return is filed and every balance paid. The letter needs the EIN, the legal name, the address and the reason, ideally with a copy of the original EIN assignment notice; the IRS's current EIN page lists mail stops in Kansas City and Ogden (irs.gov). Keep employment-tax records for at least four years after closing.
Sources
N.J.S.A. 42:2C-49 (winding up; certificate of dissolution and statement of termination) and 42:2C-93 (fees: certificate of dissolution $100; annual report $75), current text via Justia; the Division of Revenue's Business Endings page (LLC tax clearance: not required; online credentials; corporations' $25 clearance application); Northwest Registered Agent's New Jersey dissolution guide for the online process details, the $3 card fee, the $25 expedite, mailing address and revocation sequence — a non-official source, used only where consistent with the state's own page. All fetched 12 September 2026. Related: what a New Jersey LLC costs and the New Jersey registered agent guide.