Fill and Sign the New Jersey Dissolution Package to Dissolve Limited Liability Company Llc New Jersey Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET - NEW JERSEY - Electronic Version GUIDELINES AND FORMS TO DISSOLVE A NEW JERSEY LIMITED LIABILITY COMPANY STATUTORY REFERENCE New Jersey Statutes Annotated, 42:2B-1 THROUGH 42:2B-70. GUIDELINES NOTE: Judicial (court supervised/ordered) Dissolution is beyond the scope of this package. This package only covers voluntary dissolution. 1. Prior to the formal cancellation of the Certificate of Formation of a New Jersey Limited Liability Company, the LLC must dissolve and wind up its affairs. A LLC is considered dissolved and can begin winding up of its affairs as follows:  If the Certificate of Formation does not provided that the LLC is perpetual, then dissolution occurs at the time specified in the operating agreement.  If there is no time for dissolution set out in the operating agreement, but there is an event which will trigger dissolution, the dissolution occurs upon the happening of that event.  If all of the members of the LLC, even if there is only one member, execute a written consent to the dissolution, then the LLC is dissolved.  If, for a period of 90 days the LLC has no member(s), then the LLC is dissolved. 2. Unless the LLC operating agreement provides to the contrary, a manager, the members, or a person approved by the members may wind up the limited liability company's affairs. If the decision on who is to perform the winding up process is not unanimous, then that decision must be by the agreement of more than 50% (based on voting interest) of each class or group of members. 3. Upon dissolution of a limited liability company, the person(s) winding up the limited liability company's affairs, without affecting the liability of members and managers, act in the place and stead of the LLC and shall have the authority to  Prosecute and defend suits, whether civil, criminal or administrative.  Settle and close the limited liability company's business.  Dispose of and convey the limited liability company's property.  Discharge or make reasonable provision for the limited liability company's liabilities.  Distribute to the members any remaining assets of the limited liability company. 5. Once a LLC has dissolved, it must pay or make reasonable provision to pay all of its claims and obligations. This includes contingent, conditional or un-matured claims and obligations known to the LLC, as well as claims and obligations which are known but where the identity of the claimant is unknown. 6. If the LLC has sufficient assets, then claims and obligations are to be paid in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority. If there are any claims of equal priority, then they are to be paid pro-rata as the LLC assets allow. 7. When winding up the affairs of the LLC, the assets are to be distributed as follows (and in the following order):  To creditors, including members and managers (to the extent permitted by law), in satisfaction of liabilities of the limited liability company (whether by payment or the making of reasonable provision for payment) other than liabilities to members who have resigned.  To members and former members in satisfaction of liabilities for distributions, unless otherwise provided in an operating agreement.  To members for the return of their contributions, unless otherwise provided in an operating agreement.  To members with regard to that member's proportionate LLC interest, unless otherwise provided in an operating agreement. 8. A LLC member is entitled to receive distributions from the LLC before his resignation and before the dissolution and winding up unless that is in conflict with the terms of the operating agreement or with New Jersey law. 9. When a member resigns from a LLC, and there is at least one remaining member who is entitled to distribution, then the resigning member is entitled to receive any distribution to which he is entitled under an operating agreement. If the operating agreement does not make provisions for his event, then the resigning member is entitled to receive, within a reasonable time after resignation, the fair value of his LLC interest as of the date of resignation. If the operating agreement does not provide a distribution formula, then a resigning member's distribution is reduced by all applicable valuation discounts. 10. When the last member of a LLC resigns, that member is not entitled to receive any distribution except as set out in Paragraph 7 above, UNLESS he is the only member for 90 days and continues to operate the LLC during that period. If that happens, then the last member is treated as a resigning member who left the LLC with one remaining member. 11. If the resignation of a member violates an operating agreement, in addition to any remedies otherwise available under applicable law, a LLC may recover damages from the resigning member for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning member. FORMS A. FORM 1 - WRITTEN CONSENT OF MEMBERS TO DISSOLVE If the LLC is to be dissolved pursuant to the written consent of all of the LLC members, have each member sign this form B. FORM 2 - CERTIFICATE OF CANCELLATION  1. Provide the name of the LLC as it appears in the records of the Treasurer of the State of New Jersey.  2. Provide the 10-digit LLC Identification Number issued by the State of New Jersey.  3. Provide the date that the LLC was formed.  4. Provide the state where the LLC was formed (foreign entities only).  5. Provide the date of cancellation IF THE CANCELLATION IS NOT TO BE EFFECTIVE UP ON FILING.  6. BRIEFLY provide the reason for the cancellation of the LLC.  Sign the form, print the signer's name, and date the form.  The filing fee is $100.00.  File two signed originals of the Certificate. C. Mail the original and one copy of the Certificate of Cancellation, along with the filing fee (make check payable to Treasurer, State of New Jersey ) and mail to: NJ Division of Revenue P.O. Box 308 Trenton, NJ 08625 You may contact the Department of Revenue, Corporate Filing Section at 609-292-9292. C. FORM 3 - TRANSMITTAL LETTER A cover letter to send with the Certificate of Cancellation is provided. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 WRITTEN CONSENT OF MEMBERS TO DISSOLVE WRITTEN CONSENT OF THE MEMBERS OF _________________________________ A NEW JERSEY LIMITED LIABILITY COMPANY The undersigned, being all the members of __________________________________________, a New Jersey Limited Liability Company, hereby agree and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 CERTIFICATE OF CANCELLATION click this link, or paste into the address window of your internet browser: http://www.uslegalforms.com/dissolution/NJ/NJ-DissLLC.pdf Follow the instructions on the form. FORM 3 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ NJ Division of Revenue P.O. Box 308 Trenton, NJ 08625 Re: Certificate of Cancellation Dear Sir: Enclosed you will find the duplicate originals of a Certificate of Cancellation for (insert name of LLC). Also enclosed is the filing fee of $100.00. Please file and provide a “filed” copy to me, together with any other information you commonly provide to new incorporators. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, ______________________________ Signature Enclosures Check # __________ Enclosed for $________