Form A-5033-Tc - New Procedures For Dissolution, Withdrawal, Or Surrender

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STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
DIVISION OF TAXATION
NEW PROCEDURES FOR DISSOLUTION, WITHDRAWAL, OR SURRENDER
IMPORTANT NOTE: The Division of Taxation in coordination with the Division of Revenue has revised the Dissolution, Withdrawal or
Surrender procedures to simplify the dissolution/liquidation process. To begin with the dissolution filing process, corporations should
submit all of the following to the New Jersey Division of Revenue, Business Liquidations, PO Box 308, Trenton, NJ 08625-0308.
1. Application for Tax Clearance Certificate (Form A-5088).
2. Certificate of Dissolution (Form C159-D) properly completed and signed.
3. Payment of all fees in the amount of $120.00 (includes $25 statutory application fee and $95 dissolution fee).
4. File returns for all years and/or periods for all applicable taxes (e.g. Corporation Business Tax, Sales & Use Tax, Employer Gross
Income Withholding Tax, Business Personal Property Tax, etc.) for which returns have not been filed and pay any amounts that
may be due for taxes, interest and penalties; and
5
. File the Estimated Summary Tax Return (Form A-5052), with accompanying schedules, for the current year; and
6
. Submit the affidavit, duly signed and sworn to by an officer of the corporation, as required by General Instruction #3 on the
Estimated Summary Return.
7
. THE FOLLOWING PERTAINS TO CORPORATION BUSINESS TAX: Schedule I, Estimated Summary Tax Return: Estimate entire
net income from the day following the last accounting period for which the return is required to be filed to the proposed date
dissolution, withdrawal or surrender will be completed. There must be included in such net income all profits derived through sale
or exchange of capital or other assets if such profits are required to be reported for Federal Income Tax purposes. If taxpayer
claims that certain gains or income are not recognized for federal income tax purposes, then it should submit proof of compliance
with federal requirements. Submit copies of Federal Forms 966, 1120 and any other required schedule or data. In addition,
taxpayer is required to provide a copy of corporate minutes authorizing dissolution with liquidation and distribution of assets or a
copy of taxpayer’s plan of liquidation if not included in said corporate minutes.
8. It is required that the Estimated Summary Tax Return be accompanied by a deposit payment unless the application is submitted
with an Assumption of Tax Liability for all taxes due executed by a domestic corporation or a foreign corporation authorized to do
business in New Jersey which meets one or more of the following requirements:
a. A corporation which owns 50% or more of the applicant’s outstanding shares of capital stock; or
b. A corporation which has purchased or is about to purchase all, or substantially all of assets of the applicant.
NOTE:
The assumption of liability by a corporation qualifying under (a) or (b) above must be accompanied by an opinion by
an attorney-at-law of the State of New Jersey, who states he is familiar with the facts of the transaction and that the
requirements for such exception have been met; or
c. A corporation which now has a net worth not less than ten times the amount of all taxes paid by the applicant corporation during
the last complete year in which it filed tax returns with the State of New Jersey. Such assuming corporation must attach to the
assumption a balance sheet as of the end of its last accounting period together with a notarized statement that there has been
no subsequent decrease in the assuming corporation’s net worth.
9. Once all taxes are paid, a Tax Clearance Certificate will be issued and forwarded to the Division of Revenue to record the
dissolution/withdrawal.
NOTE: FAILURE TO COMPLY WITH THE ABOVE WILL RESULT IN FORFEITURE OF ALL FEES.
10. File final returns (Corporation Business Tax, Sales & Use Tax, Gross Income Withholding Tax, etc.) showing actual figures covering
the current accounting and/or reporting periods, WITHIN THIRTY DAYS OF THE ISSUANCE OF A TAX CLEARANCE
CERTIFICATE.
A-5033-TC
7-03, R-10
(OVER)

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