Free C 159B Form in PDF

Instructions on Writing C 159B

Filling out the C-159B form, known as the Certificate of Dissolution, is a significant step for any corporation deciding to dissolve without a shareholders' or members' meeting. Whether for a profit or nonprofit entity, complying with New Jersey's legal process ensures an orderly termination of the corporation's existence. The procedure involves thorough documentation and attention to detail, ensuring that all legal and fiscal responsibilities are concluded properly. Here's a step-by-step guide to help navigate the complexities of this document, ensuring accuracy and compliance.

1. Start by selecting the appropriate statutory authority for your corporation type. If you are a profit corporation, check the box next to 14A:12-3 New Jersey Business Corporation Act. For nonprofit corporations, check 15A:12-3 New Jersey Nonprofit Corporation Act.
2. Enter the official Name of Corporation as registered in the records of the State Treasurer.
3. Provide the Corporation Number assigned by the State.
4. List the Registered Agent and the Registered Office address, including street, city, state, and zip code, as recorded by the State Treasurer.
5. Record the Names and addresses of the Directors/Trustees and Officers. Remember, do not use the address of the nonprofit corporation as any of these addresses.
6. Confirm the dissolution by stating, "The corporation is dissolved."
7. For nonprofit corporations, include a Plan of Dissolution, Statement of Liabilities, and note the date and vote of the dissolution authorization.
8. Have all shareholders or members entitled to vote sign the certificate. Indicate the date of each signature.
9. For-profit corporations must obtain and attach a Tax Clearance Certificate from the New Jersey Division of Taxation.
10. Review the document thoroughly to ensure all information is accurate and complete. Verify that all mandatory fields are filled out.
11. Prepare the filing fee, which is $75 for nonprofits and $95 for profit corporations. Write a check payable to: TREASURER, STATE OF NEW JERSEY.
12. Mail the completed form and any required attachments and payments to: NJ Division of Revenue, PO Box 308, Trenton, NJ 08646. Remember, profit corporations should file in duplicate, while nonprofits should file in triplicate.

Completing the Certificate of Dissolution is a critical step in the formal process of ending a corporation's existence in New Jersey. By carefully following these steps, individuals can ensure they meet all legal requirements, helping to safeguard against potential complications. Consolidating affairs with accuracy and diligence reflects well on the corporation’s legacy and aids in a smooth transition through the dissolution process.

What is the C-159B form used for?

The C-159B form is designated for the dissolution of both domestic (New Jersey) profit and non-profit corporations without holding a meeting of shareholders or members. It provides a structured process for these entities to legally dissolve, requiring the written consent of all shareholders or members entitled to vote.

Are there any attachments required with this form?

Yes, there are specific attachments required when submitting the C-159B form. Profit corporations are required to attach a "Tax Clearance Certificate" from the New Jersey Division of Taxation. Non-profit corporations with assets must attach a Non-Profit Plan of Dissolution/Statement of Liabilities pursuant to Title 15A:12-3 of the New Jersey Nonprofit Corporation Act.

What is the filing fee for the C-159B form?

The filing fee for the C-159B form depends on the type of corporation. For non-profit corporations, the fee is $75. For profit corporations, the fee is $95, which includes a $75 certificate fee and a $20 tax clearance filing fee. It's important to note that checks should be made payable to the Treasurer, State of New Jersey and no cash payments are accepted.

How should the C-159B form be submitted?

The C-159B form along with the required attachments and appropriate fees should be mailed to the NJ Division of Revenue, PO Box 308, Trenton, NJ 08646. Domestic profit corporations must file in duplicate, while non-profit corporations are required to file in triplicate. It’s also crucial to ensure all annual report obligations are fulfilled prior to submission.

Who needs to sign the C-159B form?

All shareholders or members of the corporation entitled to vote must sign the C-159B form. These signatures can be done in person or by proxy. The form requires the date of execution (signature) to be listed for each signatory, confirming their agreement to dissolve the corporation.

Are there any prerequisites before filing the C-159B form?

Yes, prior to filing the C-159B form, corporations must ensure that all annual report obligations have been met. For-profit corporations also need to obtain a Tax Clearance Certificate from the New Jersey Division of Taxation, including the requisite $25 fee for the certificate. Fulfillment of these prerequisites is necessary for the dissolution process to proceed smoothly.

Filling out forms can be a daunting task, especially when it involves the dissolution of a corporation. The C-159B form, necessary for dissolving a corporation in New Jersey, is no exception. It's crucial to approach this form with caution to avoid common pitfalls that can delay or derail the dissolution process. One common mistake is not checking the appropriate statutory authority. Depending on whether you're dissolving a profit or non-profit corporation, the respective statute - 14A:12-3 for business corporations or 15A:12-3 for non-profit corporations - must be accurately ticked. This might seem like a minor detail, but incorrect or missing information here can cause significant processing delays.

Another key area often overlooked is the listing of the corporation's name. It might seem straightforward, but it's imperative that the name listed matches exactly as it appears on the records of the State Treasurer. Any discrepancy, no matter how small, can lead to the rejection of the form. Similarly, when filling out the sections for the registered agent and office, accuracy is paramount. These details must reflect the records held by the State Treasurer, underscoring the importance of double-checking these details against official records before submission.

Moreover, when it comes to the section requesting the names and addresses of Directors or Trustees and Officers, a frequent misstep is listing the address of the corporation itself. The form specifies that these addresses cannot be that of the corporation, aiming to capture personal contact details for further communications, if necessary. It's a detail easily missed but crucial for the form's acceptance.

The dissolution statement is another critical component that requires careful attention. Some individuals neglect to provide a clear statement indicating that the corporation is dissolved. This attestation is vital as it formally communicates the intention to dissolve, and its absence can render the submission incomplete.

Non-profit corporations bear the extra burden of attaching a non-profit plan of dissolution and a statement of liabilities. Omitting these attachments can stall the process for non-profits, as these documents provide essential information regarding how the corporation intends to dispense its assets and settle its liabilities post-dissolution.

For profit corporations, a commonly overlooked requirement is the attachment of a Tax Clearance Certificate. This document, evidencing the corporation's good standing with the New Jersey Division of Taxation, is non-negotiable. Failing to attach this certificate can not only delay the process but can also lead to additional fees or complications in obtaining clearance from the tax authority.

The execution section is not without its pitfalls. Every shareholder or member must sign the form, either in person or by proxy. Frequently, submissions are received with missing signatures or undated signatures, both of which are grounds for rejection. Ensuring that every signature is accompanied by a corresponding date is a simple yet often overlooked detail.

Last but not least, the filing process itself has specific requirements, including filing in duplicate or triplicate and satisfying all annual report obligations prior to submission. Overlooking these final steps can be frustratingly detrimental, leading to delays in processing or, in some cases, the return of the submission. It is essential to follow the instructions meticulously, ensuring that all checks are made payable correctly, and that no cash is sent, to facilitate a smooth dissolution process.

When a corporation decides to dissolve, the process involves more than just the completion and submission of the C-159B form, Certificate of Dissolution. There are several key documents and forms that are often used in conjunction with this form to ensure a smooth dissolution process. These documents help in complying with legal requirements and provide a structured path for the dissolution.

• Tax Clearance Certificate: This certificate is necessary for domestic profit corporations and is obtained from the New Jersey Division of Taxation. It serves as proof that all the corporation's tax liabilities have been met.
• Plan of Dissolution: Required for nonprofit corporations, this document outlines the method by which the nonprofit's assets will be liquidated or distributed upon dissolution. It is attached to the C-159B form as part of the dissolution process.
• Statement of Liabilities: Also necessary for nonprofit corporations, this statement provides a detailed account of the corporation's liabilities at the time of dissolution. It ensures that creditors are aware of the dissolution and can claim any outstanding debts.
• Annual Reports: Prior to dissolution, a corporation must ensure that all annual report obligations are satisfied. These reports provide a yearly snapshot of the corporation's financial health and operations.
• Articles of Incorporation: While not submitted with the dissolution, the corporation’s original Articles of Incorporation may need to be referenced during the dissolution process to ensure all procedural steps are correctly followed according to the bylaws established at the corporation’s inception.
• Minutes of the Final Meeting: Though the C-159B form indicates dissolution without a meeting of shareholders or members, documentation of any final decisions made by the board of directors or trustees regarding the dissolution should be prepared and kept for records.

To fully comply with New Jersey's legal requirements for dissolving a corporation, each document plays a critical role. They collectively ensure that the process is transparent, creditors are notified and have the opportunity to present claims, and that assets are distributed according to the corporation's bylaws or the state's stipulations for nonprofit organizations. Filing these documents in a timely and accurate manner will aid in the dissolution process, avoiding unnecessary complications and ensuring that all legal and financial obligations are met.

The Form C-159D, used for the dissolution and withdrawal of domestic profit corporations, stands in resemblance to the C-159B form in purpose and procedural requirements. Both forms are integral in the process of legally dissolving a corporation, requiring the collection and submission of specific information to the New Jersey Division of Revenue. While the C-159B form accommodates both profit and non-profit entities wishing to dissolve without a meeting of shareholders or members, the C-159D focuses specifically on profit corporations, necessitating a combined package that includes dissolution and withdrawal information. This adjustment reflects the nuanced legal requirements and pathways available for different types of corporations seeking dissolution, yet both forms serve the critical role of legally terminating a corporation's existence in compliance with New Jersey state law.

The Articles of Dissolution document, another analogous legal form, shares significant similarities with Form C-159B by detailing the necessary steps and information required to dissolve a corporation. Like the C-159B, it necessitates the compilation of specific data about the corporation, including its name, the agreement by its directors or trustees, and a declaration of dissolution. Furthermore, just as the C-159B form requires a plan of dissolution and a statement of liabilities for non-profit corporations, Articles of Dissolution documents for various jurisdictions might demand similar disclosures to ensure that the corporation's closure is transparent, addressing potential claims and outlining asset distribution.

The Certificate of Cancellation form, used by limited liability companies (LLCs) for terminating their existence, parallels the C-159B form in its foundational goal of officially ending a business entity's legal status. Although addressing a different type of business entity, the Certificate of Cancellation demands that LLCs submit key information and declarations to the respective state authority, similar to how the C-159B guides corporations through their dissolution process. Both documents require the entity to settle its obligations and properly notify the state of its cessation, ensuring compliance with state laws and regulations governing the end of a business's lifecycle.

The Form of Tax Clearance Certificate application, required to be attached with the C-159B form for profit corporations, complements the dissolution process by ensuring that all tax liabilities have been addressed before the corporation is officially dissolved. This form is imperative in the dissolution process as it provides proof from the New Jersey Division of Taxation that the corporation has settled any due taxes, a critical step that parallels the dissolution certifications in ensuring the corporation's legal and fiscal responsibilities are fully resolved. While the Tax Clearance Certificate itself is not a form of dissolution, its completion and submission are crucial steps in the sequence of events leading to the formal termination of a corporation's existence, making it a companion document to the C-159B in the dissolution process.

Filling out Form C-159B, the Certificate of Dissolution, is a critical step in the dissolution process for New Jersey based corporations. Adhering to specific do's and don'ts can streamline this process, ensuring accuracy and compliance. Here is a list of practical tips to guide you through this process:

• Check the appropriate statute that applies to your corporation, whether the New Jersey Business Corporation Act (14A:12-3) for profit corporations or the New Jersey Nonprofit Corporation Act (15A:12-3) for nonprofit corporations.
• Ensure all mandatory fields are completed accurately, including the business name exactly as it appears on the records with the State Treasurer, and the registered agent and office as currently on file.
• Attach all required documents. For-profit corporations must include a Tax Clearance Certificate from the New Jersey Division of Taxation. Nonprofits with assets need to attach a nonprofit plan of dissolution and statement of liabilities.
• Include the signature and date of all shareholders or members entitled to vote on the dissolution, verifying they agree to the dissolution of the corporation.
• Satisfy all annual report obligations before submitting the dissolution paperwork, ensuring your corporation is in good standing and eligible for dissolution.

• Do not use the corporate address for the names and addresses field of directors, trustees, or officers. This field must include personal or alternative professional addresses.
• Avoid filing without the necessary attachments. Missing documents, such as the Tax Clearance Certificate for profit corporations or the plan of dissolution for nonprofits, will hinder the dissolution process.
• Do not forget to check the statute authority box at the top of the form to indicate under which act you are filing for dissolution.
• Do not omit signatures. The dissolution requires the consent of all shareholders or members. Omitting any signature may invalidate the process.
• Never submit without verifying compliance with other state requirements or obligations, as overlooking these can lead to complications with the dissolution process.

By following these guidelines, you can ensure a smoother dissolution process for your corporation, minimizing potential delays and complications.

Understanding the C-159B form, a Certificate of Dissolution for domestic profit and non-profit corporations, involves navigating through common misconceptions. These misconceptions can lead to confusion and errors in the dissolution process. Here are nine common misconceptions and clarifications:

• Only Profit Corporations Need to File: Both profit and non-profit corporations must file a Certificate of Dissolution when dissolving in New Jersey. Non-profits, however, are required to file in triplicate.
• A Meeting of Shareholders/Members is Required: The form is specifically designed for situations "Without a Meeting of Shareholders/Members," making it possible to dissolve a corporation with unanimous written consent instead.
• Any Shareholder/Member Can Sign: Only those shareholders or members entitled to vote on the dissolution are required to sign the certificate, ensuring that the decision is made by those with a rightful say.
• No Need for a Tax Clearance Certificate for Non-Profits: While it's true that non-profits aren’t required to attach a Tax Clearance Certificate, they must include a Plan of Dissolution and Statement of Liabilities, showcasing the differentiated requirements between profit and non-profit entities.
• The Filing Fee is the Same for All Corporations: The statutory fee varies: $75 for non-profit corporations and $95 for profit corporations. This misconception might lead to insufficient payment and processing delays.
• Electronic Filing is Acceptable: As per the instructions and the requirement to mail the documents alongside the fee to the New Jersey Division of Revenue, it suggests that an original paper submission is necessary, opposing the common shift towards digital filings.
• All Directors’/Trustees’ and Officers’ Addresses Must Be Corporate Addresses: In reality, the form stipulates that corporate addresses cannot be used for the directors’/trustees’ and officers’ addresses, countering a common assumption that corporate affiliation should be emphasized through shared addresses.
• It’s Necessary to List All Shareholders/Members: The form requires only the names and addresses of the directors/trustees and officers for both profit and non-profit corporations. It does not require a list of all shareholders or members, focusing instead on those managing the corporation.
• Old Procedures Apply Post-July 1, 2003: The misconception that older procedures are still in place overlooks the update specifying that new procedures were implemented for profit corporations as of July 1, 2003. This includes the introduction of Form C-159D for a combined dissolution/withdrawal package.

These clarifications can help ensure that entities seeking to dissolve under New Jersey law are better informed and can navigate the process with greater accuracy and efficiency. Given the legal implications of dissolving a corporation, understanding these nuances is crucial for a smooth dissolution process. Remember to check for the most current forms and requirements with the New Jersey Division of Revenue.

Understanding the intricacies of the C 159B form is crucial for any corporation aiming to dissolve smoothly without convening a shareholder or member meeting. This form, utilized by both profit and non-profit corporations in New Jersey, requires precise information and adherence to several key procedures. Below are seven key takeaways that should be kept in mind while filling out and utilizing the C 159B Certificate of Dissolution.

• Appropriate Statutory Authority: It's mandatory to indicate the correct statute under which the dissolution is being filed, choosing between the New Jersey Business Corporation Act for profit corporations and the New Jersey Nonprofit Corporation Act for nonprofit entities.
• Mandatory Fields: Fields such as the business name, registered agent and office, and names and addresses of directors (for profit corporations) or trustees/officers (for non-profit corporations) must be accurately filled based on the records with the State Treasurer.
• Tax Clearance Certificate for Profits: Profit corporations are required to obtain and attach a Tax Clearance Certificate from the New Jersey Division of Taxation. This underscores the importance of settling any tax liabilities before proceeding with dissolution.
• Plan of Dissolution for Non-Profits: Non-profit organizations must attach a comprehensive plan of dissolution and a statement of liabilities, ensuring that the dissolution process is transparent and compliant with state requirements.
• Execution by Shareholders/Members: The form mandates the signature of all shareholders or members entitled to vote, either in person or by proxy. This ensures unanimous consent in the decision to dissolve.
• Filing Requirements: Documents should be filed in duplicate for profit corporations and in triplicate for non-profits. This ensures proper processing and record-keeping by the Division of Revenue.
• Preparation before Filing: Prior to submitting the dissolution paperwork, all annual report obligations must be met. Additionally, making the check payable to the Treasurer, State of New Jersey and mailing it to the NJ Division of Revenue are final steps that should not be overlooked.

By keeping these takeaways in mind, corporations can navigate the dissolution process more effectively, ensuring compliance with New Jersey state laws and minimizing potential setbacks. The aim is to make the dissolution as orderly and seamless as possible, reflecting a responsible approach to concluding corporate affairs.