New Jersey Dissolution

Voluntary Corporate Dissolution Package

State of New Jersey

Electronic Version

Introductory Notes and Law Summary

This form package deals only with the simple, voluntary dissolution of a New Jersey business corporation by the consent of all shareholders entitled to vote on the issue.

A corporation may be dissolved by the consent of all its shareholders entitled to vote on the issue of dissolution. Notice of dissolution must be provided to all shareholders not entitled to vote less than 10 nor more than 60 days before the filing of the certificate of dissolution. Notice must be in the same manner as for the giving of notice of meetings of shareholders. All shareholders entitled to vote must sign and file a Certificate of Dissolution with the Secretary of State. A “Request for Tax Clearance Certificate” and “Estimated Summary Tax Return” must also be filed.

Effect of Dissolution

Except as a court may otherwise direct, a dissolved corporation continues its corporate existence but cannot carry on any business except for the purpose of winding up its affairs by:

• Collecting its assets;

• Conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders;

• Paying, satisfying and discharging its debts and other liabilities; and

• Doing all other acts required to liquidate its business and affairs.

When a corporation is dissolved, the corporation, its officers, directors and shareholders continue to function in the same manner as if dissolution had not occurred. In particular, the directors of the corporation are not deemed to be trustees of its assets and are held to no greater standard of conduct than that prescribed by section 14A:6-14.

Title to the corporation's assets remain in the corporation until transferred by it in the corporate name.

The dissolution does not change quorum or voting requirements for the board or shareholders and it does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws.

Shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders.

The corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred.

No action brought against any corporation prior to its dissolution shall abate by reason of a dissolution.

The right of the corporation to sell its assets and the right of a shareholder to dissent from such a sale are governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred.

A dissolved corporation may condition the payment to its shareholders of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid.

Notice to Creditors

At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county in which the registered office of the corporation is located. The notice must state that all persons who are creditors of the corporation must present written proof of their claims to the corporation or the receiver at a place and on or before a date named in the notice. The date must not be less than 6 months after the date of the first publication.

On or before the date of the first publication of this notice, the corporation or the receiver must mail a copy of the notice to each known creditor of the corporation. The giving of such notice does not constitute recognition that any person to whom a notice is directed is a creditor of the corporation other than for the purpose of receipt of the notice.

A "creditor" is any person to whom the corporation is indebted, and any other person(s) who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured.

Proof of the publication and mailing of the notice must be made by an affidavit filed in the office of the Secretary of State.

Barring of Creditors' Claims

Any creditor who does not file a claim as provided in the notice, and all persons claiming through that creditor are forever barred from suing on that claim or otherwise enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow:

• Against the corporation to the extent of any undistributed assets; or

• If the undistributed assets are not sufficient to satisfy a claim, against a shareholder to the extent of his ratable part of such claim out of the assets of the corporation distributed to him in liquidation or dissolution.

This restriction does not apply to claims which are in litigation on the date of the first publication of the notice.

Disposition of Rejected Claims

If the corporation or the receiver of a corporation rejects in whole or in part any claim filed by a creditor, the corporation or the receiver must mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time such notice was mailed, the creditor and all those claiming through the creditor are forever barred from suing on the claim. Proof of the mailing of a notice of rejection of claim must be made by an affidavit filed in the office of the Secretary of State.

Jurisdiction of the Superior Court

At any time after a corporation has been dissolved in any manner, a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court.

Distribution to Shareholders

Any assets remaining after payment of or provision for claims against the corporation are distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind.

Disposition of Unclaimed Distributive Shares

The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, are paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.

Dissolution Upon Liquidation

No corporation is completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.

Forms and Instructions for Dissolving and Winding Up the Corporation

I. Dissolving the Corporation

Download and complete the following three (3) forms, and mail to the proper office. Follow the instructions on the forms.

Download the forms by clicking the three links below, or copying the links into the address window of your web browser.

These forms are in .pdf format and you will need the free Adobe Acrobat Reader to view the forms. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy.

II. Winding Up the Affairs of the Corporation

See Introductory Notes and Law Summary for specific instructions regarding the winding up of the affairs of the corporation. The following forms are provided:

SEE FORM 4 (Below) - NOTICE TO CLAIMANTS (Mail and Publication)

The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county in which the registered office of the corporation is located.

SEE FORM 5 (Below) - AFFIDAVIT (Proof of Publication and Mailing of Notice)

This Affidavit must be mailed to the Secretary of State.

SEE FORM 6 (Below) - NOTICE OF REJECTION OF CLAIM

SEE FORM 7 (Below) - AFFIDAVIT (Proof of Mailing of Notice of Rejection of Claim)

This Affidavit must be mailed to the Secretary of State.

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 4 - Notice to Claimants

Notice to Claimants

You are hereby notified that on the day of , 20 , , a New Jersey corporation, filed Articles of Dissolution with the Secretary of State.

You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. Your claim must be received by (this can be no less than six months from the date of this notice).

Claims must be sent to:

YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION.

YOUR CLAIM MAY BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE.

Name of Corporation:

By:

Title:    Date:

Form 5 - Affidavit

Affidavit (Proof of Publication and Mailing of Notice)

State of New Jersey

County of

AFFIDAVIT

Personally appeared before me, the undersigned authority in and for the State and County aforesaid, the within named , who, after being by me first duly sworn, did state:

1. My name is

2. I am the of

3. Attached hereto as Exhibit A is a copy of the Notice which was mailed to all known creditors of the corporation.

4. Attached hereto as Exhibit B is a copy of all persons and entities to whom the notice was mailed.

5. Attached hereto as Exhibit C is the proof of publication of the above referenced notice.

Witness my signature, this the day of , 20 .

Form 6 - Notice of Rejection of Claim

Notice of Rejection of Claim

You are hereby notified that on the day of , 20 , , a New Jersey corporation, rejected all or part of the claim you submitted to the corporation.

ALL OF YOUR CLAIM WAS REJECTED.

A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is:

Name of Corporation:

By:

Title:    Date:

Form 7 - Affidavit

Affidavit (Proof of Mailing of Notice of Rejection of Claim)

State of New Jersey

County of

AFFIDAVIT

Personally appeared before me, the undersigned authority in and for the State and County aforesaid, the within named , who, after being by me first duly sworn, did state:

1. My name is

2. I am the of

3. Attached hereto is a true and correct copy of each Notice of Rejection of Claim which was mailed to a creditor of the corporation whose claim was rejected in whole or in part.

Witness my signature, this the day of , 20 .