C-159B Rev. 7/92 
 
                                              CERTIFICATE OF DISSOLUTION 
                                              (Without a Meeting of Shareholders) 
                          (For Use by Domestic Profit and Non-profit Corporations) 
                                               
 Check Appropriate Statute: 
  
  __ 14A:12-3      New Jersey Business Corporation Act      (File in Duplicate) 
  __ 15A:12-3      New Jersey Nonprofit Corporation Act      (File in Triplicate) 
  
 A corporation may be dissolved by the written consent of all its shareholders/members entitled to vote 
 thereon. To effect such a dissolution, all shareholders/members shall sign and file in the Office of the 
 Treasurer, Division of Revenue, the following articles of dissolution. Domestic profit corporations must 
 attach a "Tax Clearance Certificate" obtained from the New Jersey Division of Taxation, PO Box 269, 
 Trenton, N.J. 08625. 
  
 1.  Name of Corporation: 
  
 2.  Corporation Number: 
  
 3.  Registered Agent: 
  
 4.  Registered Office: 
  (Street and postal designation) 
  
  (City)                                                           (State)                          (Zip) 
  
 5.  Names and addresses of the Directors/Trustees and Officers.   
      (Note: Address cannot be that of the Nonprofit Corporation) 
  
 6.  The corporation is dissolved. 
  
 7.  Nonprofit corporations must also include a Plan of Dissolution, Statement of Liabilities and the date 
  and vote of the dissolution authorization. 
  
   The certificate has been signed in person or by proxy by all shareholders/members of the corporation   
   entitled to vote thereon. 
  
                         Signature:                                                                                 Date: 
  
                         Signature:                                                                                 Date: 
                          
             Signature:                                                                                 Date: 
   
                                              NJ Division of Revenue, PO Box 308, Trenton, NJ 08646 

Rev 7/11/05 

                             Instructions for Form C159-B 
                             CERTIFICATE of DISSOLUTION  
                  WITHOUT A MEETING OF SHAREHOLDERS/MEMBERS  
                 DOMESTIC PROFIT & NON- PROFIT CORPORATIONS  
                                     (Titles 14A AND 15A) 
                                              
Effective July 1, 2003, new procedures for profit corporations were implemented.  Form C-159D will 
replace this form when a domestic profit corporation initially files a combined dissolution/withdrawal 
package. 
 
STATUTORY FEE:  $75 for NON-PROFITS / $95 for PROFITS ($75 Certificate Fee plus $20 Tax 
                    Clearance Filing Fee) 
The MANDATORY fields are: 
 
Statutory Authority 
    Check the appropriate statutory authority (14A:12-3 or 15A:12-3). 
     
Field # 1 -- Business Name 
    List the name as it appears on the records of the State Treasurer. 
     
Field #’s 3&4 -- Registered Agent And Office 
    List the agent and office as shown on the records of the State Treasurer. 
     
Names(s)/ Addresses Of Directors (Domestic Profit Corporations) Or Trustees/Officers 
(Domestic Non-Profit Corporations) 
    Provide the names and addresses as indicated. Do not list the corporate address. 
     
ATTESTATIONS 
    Provide a statement indicating that the corporation is dissolved.  Form C-159B provides these 
    statements. 
     
ATTACHMENTS 
 For non-profits with assets, attach a non-profit plan of dissolution/statement of liabilities pursuant to 
 Title 15A:12-3. 
  
TAX CLEARANCE (For-Profit Corporations) 
    Obtain and attach to your filing submission a Tax Clearance Certificate. The application form 
    for the Tax Clearance Certificate is available online. Remember that there is a $25.00 fee for the 
    Tax Clearance Certificate, and that the New Jersey Division of Taxation issues them. 
     
    Note:  See new procedures effective July 1, 2003 for domestic and foreign profit corporations. 
     
EXECUTION (DATE/SIGNATURE) 
    Have all shareholders or members sign in person or by proxy. Also, list the date of execution 
    (signature). 
     
                                     * * * * * * * * * * 
These documents should be filed in duplicate.  Non-profits should file in triplicate. 
All annual report obligations should be satisfied prior to submitting the dissolution paperwork. 
 
Make checks payable to:  TREASURER, STATE OF NEW JERSEY.   (No cash, please) 
Mail to: NJ Division of Revenue, PO Box 308, Trenton, NJ  08646