Corporation Voluntary Dissolution and Closure Packet

NEW JERSEY CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a New Jersey domestic profit corporation whose dissolution is unanimously approved in writing by every shareholder entitled to vote, using Form C-159D. Do not use for a meeting-based vote, officer-only no-assets route, disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Tax clearance is part of the filing package. Form C-159D is not a stand-alone filing; the official instructions require the final-return material, tax-clearance request, fees, and eventual Division of Taxation clearance.

1. ENTITY AND ROUTE CHECK

☐ Division of Revenue record, governing documents, stock ledger, shareholder agreements, and ownership reviewed.

☐ Corporation has ceased doing business and does not intend to recommence, as required by the C-159D attestation.

2. UNANIMOUS SHAREHOLDER AUTHORIZATION

Under N.J.S.A. 14A:12-3, all shareholders entitled to vote on dissolution must consent and sign the certificate. Any shareholder not entitled to vote must receive dissolution notice not fewer than 10 and not more than 60 days before filing.

Signature record

Nonvoting-shareholder notice

3. CLOSURE FILE BEFORE SUBMISSION

The C-159D route requires accurate officer/director information, cessation-of-business attestation, and all voting-shareholder signatures. Before filing, create a closing record that addresses:

☐ Assets, debts, taxes, payroll, benefits, contracts, litigation, guarantees, liens, and contingent claims.

☐ Payment or a documented reserve for liabilities before any final shareholder distribution.

☐ Tax treatment of any cash or property distribution reviewed by qualified tax counsel.

☐ Books and records custodian, location, and retention period designated.

Liability and distribution log

4. NEW JERSEY DISSOLUTION PACKAGE

☐ Form C-159D completed without altering the statutory attestation.

☐ Every shareholder entitled to vote signed in person or by proxy.

☐ Estimated final return or final Corporation Business Tax return prepared with separate payment for taxes due.

☐ Form A-5088-TC Request for Tax Clearance Certificate included.

☐ Outstanding annual-report and tax obligations reviewed.

As of 2026-07-29, the official C-159D instructions state a $120 dissolution-package fee and provide that dissolution is effective when the Division of Revenue receives complete articles, fees, and notice of tax clearance. Recheck the current forms, fees, addresses, online options, and tax instructions immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and New Jersey tax and information-return work reviewed separately.

☐ Licenses, permits, alternate names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that unanimous shareholder authorization is documented; nonvoting-shareholder notice was handled if required; the New Jersey dissolution and tax-clearance package was accepted; and remaining closure tasks are completed or assigned.

Authorized closing officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• New Jersey Legislature — N.J.S.A. 14A:12-3 current statutory search
• New Jersey Division of Revenue — Form C-159D

Statute, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.