Form A-5033-Tc - New Procedures For Dissolution, Withdrawal, Or Surrender (Page 2 of 2) in pdf

PROCEDURE FOR MERGER OR CONSOLIDATION

(REQUIRED ONLY WHEN SURVIVOR IS A FOREIGN NON-AUTHORIZED CORPORATION)

1. File application for Tax Clearance certificate (as above) for all corporations (including the non-authorized survivor, merging non-

survivors and merging non-authorized corporations) involved in merger, and make payment of the statutory application fee, with a

separate check payable to the State of New Jersey, in the amount of $25.00 for each certificate requested. Applications and

checks should be mailed to State of New Jersey, Division of Taxation, Corporate Services Audit Group, PO Box 269, Trenton, NJ

08695-0269.

2. A statement in legal affidavit form, duly signed and sworn to by an officer of the corporation, must accompany the application for

each non-authorized corporation, including the survivor. Said affidavit must state whether the applying corporation at any time

maintained an office, conducted business, employed or owned capital in the State of New Jersey or derived income from any

source within New Jersey.

3. Foreign corporations which have already merged in their State of domicile, should enclose with the applications a certified or true

copy of the Certificate of Merger issued by the Secretary of State of the State of domicile.

4. New Jersey corporations and authorized foreign corporations merging into a non-authorized surviving corporation must comply

with instructions 4 through 8 above (Procedure for Dissolution, Withdrawal, or Surrender).

5. Tax Clearance Certificates and Agreement of Merger must be filed with the Division of Revenue, Business Support Services

Bureau together with requisite fees, not later than the expiration date indicated on the Tax Clearance Certificate, in order to

complete the merger. Any information desired in connection with this aspect should be requested directly from the New Jersey

Division of Revenue, Business Liquidations, PO Box 308, Trenton, NJ 08625-0308.

6. File final short period return(s) (Corporation Business Tax, Sales & Use Tax, Gross Income Withholding Tax, etc.) for each

corporation involved in merger and subject to tax, covering the current accounting and/or reporting period(s) WITHIN THIRTY

DAYS FROM THE DATE TAXPAYER’S CERTIFICATE OF MERGER OR CONSOLIDATION IS FILED WITH THE OFFICE OF THE

TREASURER.

SPECIAL NOTE:

Taxpayers desiring to merge, when the surviving corporation is either a New Jersey corporation or a foreign

corporation authorized to do business in New Jersey, should directly contact the Division of Revenue,

Business Liquidations, PO Box 308, Trenton, NJ 08625-0308 or call (609) 292-9292.

PROCEDURE FOR REAUTHORIZATION OF A REVOKED CERTIFICATE OF AUTHORITY

1. File application for a Tax Clearance Certificate including payment of $25.00 statutory application fee and mail to the Division of

Taxation, Corporate Services Audit Group A, PO Box 269, Trenton, NJ 08695-0269. Once all taxes are satisfied, a tax clearance

certificate will be issued. Annual Reports should be updated with the Division of Revenue, PO Box 302, Trenton, NJ 08625-0302.

2. File the tax clearance certificate along with Application for Certificate of Authority with the Division of Revenue, PO Box 302,

Trenton, NJ 08625-0302. If this application is already filed, tax clearance certificate will be forwarded directly to the Division of

Revenue.

Form A-5033-Tc - New Procedures For Dissolution, Withdrawal, Or Surrender Page 2