Updated August 12, 2026. Quick answer. To dissolve an LLC in New Jersey you file the No Secretary-of-State-style numbered form in current practice: LLC endings are filed through the NJ Division of Revenue and Enterprise Services (DORES) online ‘Close a Business’ / Business Endings and Cancellation Service at njportal.com/dor/annualreports; the legacy paper form is Form L-109, and it can be filed online only. Fee: $100 (domestic LLC). New Jersey requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever New Jersey charges an LLC each year keeps accruing against it.
What you file in New Jersey, and what it costs
| Item | Detail |
|---|---|
| Filing | No Secretary-of-State-style numbered form in current practice: LLC endings are filed through the NJ Division of Revenue and Enterprise Services (DORES) online ‘Close a Business’ / Business Endings and Cancellation Service at njportal.com/dor/annualreports; the legacy paper form is Form L-109, Certificate of Cancellation (domestic and foreign LLCs) |
| Fee | $100 (domestic LLC) |
| How you can file | online — DORES directs business endings through the online service (njportal.com/dor/annualreports > Close a Business); business.nj.gov’s Closing Your Business guide gives only the online path for LLCs. The legacy paper L-109 route (mail to NJ Division of Revenue, Business Liquidations, PO Box 308, Trenton, NJ 08625, in duplicate) survives in the old instructions but current official guidance is online-first. |
| Tax clearance | not required |
| Statute | N.J.S.A. 42:2C-48 (events causing dissolution); N.J.S.A. 42:2C-49(b)(2)(a), (f) (certificate of dissolution; statement of termination) |
Under the current NJ RULLCA the wind-up filings are a certificate of dissolution and then a statement of termination (N.J.S.A. 42:2C-49(b)(2)(a) and (f)); the DORES online ending encompasses ‘the filings required to remove a business from the State’s tax and commercial registries.’ Form L-109 instructions (official DORES PDF, rev. 7/01/02) still cite the repealed Title 42:2B — flagging the vintage. Prerequisite: the LLC must be in good standing with annual reports current or DORES will not process the closure. Credentials needed: 10-digit entity ID, business type, and month/year of formation.
On the fee. Statutory fee per DORES’s own Form L-109 instructions: ‘$100 for Domestic; $125 for Foreign LLC.’ The corporation-only $120 figure ($95 dissolution + $25 tax clearance application, Form A-5033-TC) does not apply to LLCs. Online filing adds a small portal/credit-card processing charge.
Tax clearance in New Jersey
No tax-clearance certificate is required to file in New Jersey. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
DORES’s Business Endings page states tax clearance is required for for-profit corporations dissolving/withdrawing (N.J.S.A. 14A:12-3, 14A:12-4, 14A:13-8; $25 application, may take months) and explicitly NOT required for ‘LLC dissolution/termination.’ Division of Taxation procedure A-5033-TC confirms the clearance workflow is a corporation procedure. LLCs must still file final returns and pay taxes due.
Do not just walk away
Closing the business is not closing the entity. Annual report obligation ($75/yr) keeps accruing; after 2 consecutive years of non-filing the LLC’s charter is voided/revoked; reinstatement requires all delinquent reports plus a $75 reinstatement fee and possibly tax clearance
DORES: businesses that fail to file annual reports for two consecutive years may have their charter voided or revoked (nj.gov/treasury/revenue/reinstate.shtml); reinstatement runs through the online service, which determines whether a tax clearance certificate is needed. A revoked LLC also cannot use the Close a Business service until reports are brought current — walking away makes a later clean exit more expensive. No personal-liability consequence stated on the state’s pages.
Closing the tax accounts
(1) End tax registrations via the online Registration Change Service (needs 12-digit NJ taxpayer ID and 4-digit sales tax/employer PIN); (2) file final state returns with the ‘Final Return’ box checked (sales tax, employer withholding, etc.)
Per business.nj.gov ‘Closing Your Business’ and the DORES endings page; failing to cancel registrations leaves the Division of Taxation generating delinquency notices for unfiled returns.
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in New Jersey — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
N.J.S.A. 42:2C-48 (events causing dissolution); N.J.S.A. 42:2C-49(b)(2)(a), (f) (certificate of dissolution; statement of termination). Fee, form and procedure read 2026-08-10 from the official source.
Research note. Row rests on DORES’s Business Endings page, DORES Form L-109 instructions PDF (https://www.nj.gov/treasury/revenue/dcr/pdforms2/l109ins.pdf), Division of Taxation A-5033-TC (https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf), business.nj.gov/pages/closing-your-business, and nj.gov/treasury/revenue/reinstate.shtml. Caveat: the $100 fee source (L-109 instructions) is dated 2002; no newer official fee schedule for the LLC ending was located, though current secondary references uniformly match $100.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.