Updated September 3, 2026. Quick answer: a New Jersey for-profit corporation dissolves by filing Certificate of Dissolution under N.J.S.A. 14A:12-4 for $95, but New Jersey will not accept it without a tax clearance certificate in hand first.
The filing, and what New Jersey calls it
New Jersey’s Certificate of Dissolution (Form C-159-B, for board-and-shareholder dissolution) is administered through the Division of Revenue and Enterprise Services within the Department of the Treasury, even though N.J.S.A. 14A:12-4’s own text still refers to filing with the Secretary of State.
The tax clearance question
New Jersey will not accept the Certificate of Dissolution without a tax clearance in hand. New Jersey runs one of the strictest clearance regimes in this cluster: ‘No domestic corporation may dissolve…unless the corporation shall have applied for and received a Tax Clearance Certificate from the Director of the Division of Taxation that is dated not earlier than 45 days prior to the effective date.’ The certificate becomes void 46 days after issuance, so timing the application matters. (N.J.A.C. 18:7-14.1; NJ Div. of Taxation, dissolution guidance)
Creditors and the claims window
New Jersey makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 180-day claims-bar window. Optional (the corporation or a receiver ‘may give notice’), via publication three times in consecutive weeks plus mailed notice to known creditors; the claims deadline is not less than 6 months after first publication, after which non-filing creditors are forever barred subject to a good-cause exception. (N.J.S.A. §§ 14A:12-12, 14A:12-13)
What the filing costs
The Certificate of Dissolution carries a $95 filing fee. Separate from the $120 Division of Taxation tax-clearance-certificate application fee ($25 application plus $95 dissolution/withdrawal fee): two distinct payments in the overall process.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by New Jersey’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers voluntarily dissolving a for-profit business corporation. If your entity is an LLC that was administratively dissolved and you are bringing back into good standing instead of closing it, that is a different filing: see reinstating an LLC in New Jersey.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- NJ Division of Taxation, Corporate Dissolution: https://www.nj.gov/treasury/taxation/condissolv.shtml
- NJ Division of Taxation, Form 5033-TC procedure: https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf