New Jersey Foreign Registration / Closing out
The New Jersey certificate of cancellation for a foreign LLC, and how to leave
Leaving New Jersey as a foreign LLC means filing a certificate of cancellation through the Close a Business service, at a state fee of $125. A foreign LLC needs no tax clearance certificate. A foreign corporation does, and the difference decides how long the exit takes.
The cancellation at a glance
- Filing
- Certificate of Cancellation for a foreign LLC, filed through the Close a Business service
- State fee for a foreign LLC
- $125
- Governing statute for LLCs
- N.J.S.A. 42:2C
- Tax clearance for an LLC
- Not required
- Filed through
- Annual Reports and Change Services, Close a Business
When cancelling makes sense
Cancel once the LLC has permanently stopped working in New Jersey: the lease has ended, the last employee has gone and no income arises here. Cancelling stops the annual report and removes the registration from the public record. If the LLC might return within a year, weigh the cost. Cancelling costs $125, while keeping the registration costs $75 a year.
What the online service asks for
The ending service asks for the 10 digit identification number, the business type, and the month and year the business was formed or authorized in New Jersey. Have those ready. The service checks standing once they are entered, and the LLC must not be revoked or voided for missing annual reports or tax filings, because only an entity in good legal standing can file. If the registration has lapsed, reinstate it first and then cancel, which the annual report page explains.
No tax clearance for an LLC
The Business Endings table shows no tax clearance certificate required for a domestic or foreign LLC, and no special eligibility rules. The governing statute is N.J.S.A. 42:2C. That does not release the LLC from any tax it owes, only from the clearance step. An accountant can confirm that the final New Jersey returns are filed.
The corporation exit is slower
A for-profit corporation from another state has to obtain tax clearance before it can withdraw. The application costs $25 when there are outstanding tax obligations, on top of the $75 withdrawal fee, so the filing fees total $100. The state says tax clearance can take several months and sends questions to the Division of Taxation. A foreign nonprofit needs no clearance.
What the filing costs in total
Registering and then cancelling costs $225 in state fees, and every year in between adds a $75 report. A short-lived registration therefore has a floor cost. A company that expects to need New Jersey for only a few weeks should read the trigger page first, because a single job finished within thirty days may not need the registration at all.
Steps to cancel
Gather the identification number, the business type and the formation month and year. Confirm that annual reports are filed up to date. Open the Close a Business service and enter the credentials, then follow the screens to the certificate of cancellation and pay $125. Save the confirmation. We prepare the cancellation for $199 when you want it handled.
Cancelling versus doing nothing
Doing nothing is the costliest choice. Reports stay due, and after two consecutive years without one the authority can be revoked, which leaves a revoked record on the register and a reinstatement bill if the LLC ever returns.
After the cancellation
Cancelling a foreign registration does not touch the LLC in its home state. The home annual report, tax and agent continue there. If the LLC later needs New Jersey again, it starts over with a new registration at $100.
If the registration has already been revoked
Revoked entities cannot file the cancellation, because the service checks standing first. The route back runs through the annual report service, with the fees on the annual report page, and cancellation comes afterwards if you still want it. Revoked status does not release the LLC from reports it missed before revocation.
Records to keep
Keep the confirmation, the final annual report certificate and a note of the date the LLC stopped working in New Jersey. A buyer, a bank or the tax authority may ask for them later. The instructions do not link the cancellation to the NJ-REG tax registration, so ask an accountant how to close that account.
Deciding between cancelling and keeping the registration
Cancel if the LLC is finished here, and keep the registration if it may return soon. Keeping it costs the $75 report each year. Cancelling now and registering again later costs $225 in state fees, the same as three annual reports, so a break in work of longer than three years favors cancelling.
Cancelling a foreign LLC in New Jersey
Bring annual reports up to date
Only an entity in good standing can file.
Collect the credentials
Identification number, business type, formation month and year.
Open Close a Business
Under the Annual Reports and Change Services.
Complete the certificate of cancellation
The service guides each screen.
Pay the fee
$125 for a foreign LLC.
Keep the confirmation
It is the proof that the registration ended.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Cancellation questions
Is tax clearance part of an LLC cancellation?
No. The Business Endings table lists none for LLCs.
Does a foreign corporation?
Yes, under the withdrawal statute, and it can take months.
Can I cancel a revoked LLC?
Not until it is reinstated. Only entities in good standing can file.
Does cancelling affect my home-state LLC?
No. It ends only the New Jersey registration.
Our fee and the New Jersey fee
Register in New Jersey
New Jersey
$199
+ $100 New Jersey fee
- The New Jersey Public Records Filing, completed from your answers
- A check that the home-state good standing certificate is ready to attach
- Our New Jersey agent and office, or an agent of your own choosing
- The filed record is returned to you
- Renewal: after the first year, the agent service renews at $149 a year
The Treasury's fee for a foreign LLC is $100, and checkout lists it on its own line, separate from our charge. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New Jersey Division of Revenue and Enterprise Services, registry fee schedules
- New Jersey Division of Revenue and Enterprise Services, business endings
- New Jersey Division of Revenue and Enterprise Services, Annual Reports and Change Services
- New Jersey Division of Revenue and Enterprise Services, reinstate a revoked or voided business
- New Jersey Division of Revenue and Enterprise Services, reinstatement fees
- New Jersey Division of Revenue and Enterprise Services, getting registered
Ready to register in New Jersey?
Place the order and we prepare the filing in the form the Treasury expects.