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Rev 9/15/05
OVERVIEW OF REQUEST PROCESS USING FORM C-124P
Pursuant to the provisions of NJSA Title 14A:13-8, foreign corporations may apply for a Certificate of
Withdrawal from the State of New Jersey. A "Tax Clearance Certificate" must also be issued for foreign
corporations seeking to withdraw. To begin the withdrawal filing process, applicants should submit a
completed withdrawal package containing all of the following to the NJ Division of Revenue, PO Box
308, Trenton, N.J. 08646, Attn: Business Liquidation:
• This form (completed C-124P)
• Payment for all fees - $120
• Estimated final return (Form A-5052) or final CBT return, with a separate payment for any taxes due
• Request for Tax Clearance Certificate (Form A-5088). If applicable, the Division of Taxation will
inform the corporation of any outstanding obligations not reflected on the final return. Any
outstanding obligations must be satisfied before the Tax Clearance Certificate will be issued.
The withdrawal shall be considered filed and effective as of the date the Division of Revenue receives the
properly completed and executed articles of dissolution, payment for all fees, and notice of Tax Clearance
from the Division of Taxation. If the filing is rejected for any reason, the date of dissolution will be the
date all forms and payments are resubmitted and deemed complete.
However, all business tax eligibilities for the corporation will be ended as of the date the entire ,properly
completed request for dissolution is received by the Division of Revenue. Prior tax liabilities will still apply
and be subject to the Division of Taxation's review. Please note that if the corporation does not resolve
prior tax liabilities documented by the Division of Taxation, a Tax Clearance Certificate will not be issued
and business tax eligibilities may be reactivated as if there was no lapse in subjectivity.
INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF WITHDRAWAL (C-124P)
1. Name of Corporation -- Enter the corporation's name.
2. Corporation Number -- Enter the 10-digit number assigned by the State at the time the certificate of
incorporation was filed.
3. Incorporation State -- List the state in which the corporation was formed.
4. Legal attestation regarding business activities -- DO NOT alter this field. This is the corporation's
statement that it is not transacting business activities in New Jersey.
5. Legal attestation regarding authority to conduct business -- DO NOT alter this field. This is the
corporation's statement that it surrenders its authority to transact business activities in New Jersey.
6. Service of Process Address -- Enter a valid and deliverable street address. The address may be either
within or outside this state.
7. Date of Adoption -- Enter the date the certificate was adopted by the corporation.
Signature(s) -- Have the Chairman of the Board, President or Vice President sign and date the certificate.
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This form C-124P is to be filed in duplicate with the other documents of the withdrawal package.
All annual report obligations should be satisfied prior to submitting the dissolution paperwork.
Mail to: NJ Division of Revenue, PO Box 308, Trenton NJ 08646
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