Form C 159B PDF Details

Completing the C-159B form is a crucial step for any domestic profit or nonprofit corporation in New Jersey that decides to dissolve without convening a meeting of shareholders or members. This process, outlined and mandated by the New Jersey Business Corporation Act and the New Jersey Nonprofit Corporation Act, requires the unanimous written consent of all voting shareholders or members. Key information such as the corporation's name, number, registered agent, and office, alongside the names and addresses of directors or trustees and officers, is necessary to fill out this form. For profit organizations, securing a Tax Clearance Certificate from the New Jersey Division of Taxation is essential, reflecting the tight intertwining of legal compliance and fiscal responsibilities in the dissolution process. Nonprofits, on the other hand, must submit additional documents, including a Plan of Dissolution and Statement of Liabilities. Form C-159B serves as a comprehensive tool to formalize the dissolution, requiring signatures from all relevant parties, effectively ending the corporation's existence in New Jersey. With statutory fees differing between types of corporations and specific attachments required for each, the dissolution process symbolizes a critical juncture, ensuring that all fiscal and legal responsibilities have been neatly concluded before the corporation officially ceases operations.

QuestionAnswer
Form NameForm C 159B
Form Length2 pages
Fillable?No
Fillable fields0
Avg. time to fill out30 sec
Other namesnew jersey c 159b, form c159b, nj form c 159b, c159b

Form Preview Example

C-159B REV. 7/92

CERTIFICATE OF DISSOLUTION

(Without a Meeting of Shareholders)

(For Use by Domestic Profit and Non-profit Corporations)

Check Appropriate Statute:

 

__ 14A:12-3

New Jersey Business Corporation Act

(File in Duplicate)

__ 15A:12-3

New Jersey Nonprofit Corporation Act

(File in Triplicate)

A corporation may be dissolved by the written consent of all its shareholders/members entitled to vote thereon. To effect such a dissolution, all shareholders/members shall sign and file in the Office of the Treasurer, Division of Revenue, the following articles of dissolution. Domestic profit corporations must attach a "Tax Clearance Certificate" obtained from the New Jersey Division of Taxation, PO Box 269, Trenton, N.J. 08625.

1.Name of Corporation:

2.Corporation Number:

3.Registered Agent:

4.Registered Office:

(Street and postal designation)

(City)

(State)

(Zip)

5.Names and addresses of the Directors/Trustees and Officers. (Note: Address cannot be that of the Nonprofit Corporation)

6.The corporation is dissolved.

7.Nonprofit corporations must also include a Plan of Dissolution, Statement of Liabilities and the date and vote of the dissolution authorization.

The certificate has been signed in person or by proxy by all shareholders/members of the corporation entitled to vote thereon.

Signature:Date:

Signature:Date:

Signature:Date:

NJ DIVISION OF REVENUE, PO BOX 308, TRENTON, NJ 08646

Rev 7/11/05

Instructions for Form C159-B

CERTIFICATE of DISSOLUTION

WITHOUT A MEETING OF SHAREHOLDERS/MEMBERS DOMESTIC PROFIT & NON- PROFIT CORPORATIONS (Titles 14A AND 15A)

Effective July 1, 2003, new procedures for profit corporations were implemented. Form C-159D will replace this form when a domestic profit corporation initially files a combined dissolution/withdrawal package.

STATUTORY FEE: $75 for NON-PROFITS / $95 for PROFITS ($75 Certificate Fee plus $20 Tax

Clearance Filing Fee)

The MANDATORY fields are:

Statutory Authority

Check the appropriate statutory authority (14A:12-3 or 15A:12-3).

Field # 1 -- Business Name

List the name as it appears on the records of the State Treasurer.

Field #’s 3&4 -- Registered Agent And Office

List the agent and office as shown on the records of the State Treasurer.

Names(s)/ Addresses Of Directors (Domestic Profit Corporations) Or Trustees/Officers (Domestic Non-Profit Corporations)

Provide the names and addresses as indicated. Do not list the corporate address.

ATTESTATIONS

Provide a statement indicating that the corporation is dissolved. Form C-159B provides these statements.

ATTACHMENTS

For non-profits with assets, attach a non-profit plan of dissolution/statement of liabilities pursuant to Title 15A:12-3.

TAX CLEARANCE (For-Profit Corporations)

Obtain and attach to your filing submission a Tax Clearance Certificate. The application form for the Tax Clearance Certificate is available online. Remember that there is a $25.00 fee for the Tax Clearance Certificate, and that the New Jersey Division of Taxation issues them.

Note: See new procedures effective July 1, 2003 for domestic and foreign profit corporations.

EXECUTION (DATE/SIGNATURE)

Have all shareholders or members sign in person or by proxy. Also, list the date of execution (signature).

* * * * * * * * * *

These documents should be filed in duplicate. Non-profits should file in triplicate.

All annual report obligations should be satisfied prior to submitting the dissolution paperwork.

Make checks payable to: TREASURER, STATE OF NEW JERSEY. (No cash, please)

Mail to: NJ Division of Revenue, PO Box 308, Trenton, NJ 08646

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1. It is crucial to fill out the nj certificate of dissolution and termination accurately, therefore be attentive while filling out the sections that contain all of these blank fields:

Completing section 1 in dissolution without meeting shareholders

2. Once your current task is complete, take the next step – fill out all of these fields - For nonprofits with assets attach, TAX CLEARANCE ForProfit, Obtain and attach to your filing, EXECUTION DATESIGNATURE, Have all shareholders or members, and These documents should be filed in with their corresponding information. Make sure to double check that everything has been entered correctly before continuing!

Ways to complete dissolution without meeting shareholders portion 2

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