Nonprofit Corporation Administrative Dissolution and Reinstatement in New Jersey
At a glance
| Entity and agency | N.J.S.A. § 15A:4-5; State Treasurer handles domestic nonprofit report revocation and reinstatement. |
|---|---|
| Report, fee, or tax failure | Two consecutive missing annual reports; filing both reports and paying their fees during cure prevents revocation (§ 15A:4-5(c)). |
| Agent and other grounds | The revocation ground in § 15A:4-5(c) is missed reports; the nonprofit annual report identifies its registered office and agent under § 15A:4-5(a)(2). |
| Notice and cure | Certified-mail written demand to last address on Treasurer's record; 60 days after demand to file reports and pay report fees (§ 15A:4-5(c)). |
| When status changes | Certificate revoked after uncured demand; reinstatement relates back to issuance of revocation proclamation (§ 15A:4-5(c)). |
| Powers afterward | On reinstatement, actions taken during revocation are validated (§ 15A:4-5(c)); that subsection supplies the consequence relevant to this route. |
| Reinstatement window | Corporation with revoked certificate may seek reinstatement; § 15A:4-5(c) states no outside application deadline. |
| Filings, payments, and name | Pay original-certificate fee $50, current report $30, reinstatement assessment $75; unavailable name requires certificate amendment (§§ 15A:4-5(c), 15A:15-1(a)(1), (f)–(g)). |
| Effect and review | Reinstatement relates back to revocation proclamation and validates interim acts; § 15A:4-5(c) supplies forms, with no denial-review procedure stated there. |
Requirements one by one
Report default and notice
Under N.J.S.A. § 15A:4-5(c), the State Treasurer sends a certified-mail demand to the corporation's last recorded address after two consecutive missing annual reports. Filing the reports and paying the fees for each within 60 days after that demand prevents revocation. The registered office and agent are report contents under § 15A:4-5(a)(2); the revocation sentence addresses the missed reports.
Reinstatement and amounts
Section 15A:4-5(c) calls for the fee payable on an original certificate, one current report fee, and a reinstatement filing assessment. Under § 15A:15-1(a)(1), (f)–(g), the current amounts are $50, $30, and $75, respectively. The same provision requires an amendment to an available name if the old name became unavailable during revocation.
What trips people up
The 60-day cure begins with the Treasurer's written demand, rather than the date of the missed report. Reinstatement relates back to the revocation proclamation and validates actions taken in the interim under § 15A:4-5(c).
Common questions
Does the statute set a last day to request reinstatement?
Section 15A:4-5(c) permits a corporation with a revoked certificate to cause reinstatement upon payment of the specified amounts; it states no outside application deadline.
Can the corporation keep its old name?
If that name became unavailable during the revocation period, § 15A:4-5(c) requires an amendment to the certificate of incorporation adopting an available name.
Statutes and sources
- N.J.S.A. § 15A:4-5, current official Title 15A text, accessed September 28, 2026: the cure is “within 60 days after the written demand.”
- N.J.S.A. § 15A:15-1, as amended by P.L.2026 c.24, accessed September 28, 2026: current nonprofit filing and reinstatement amounts.
Source links
Every statute quoted above, linked, with the date we checked it.
What does New Jersey law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current New Jersey law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace