How to Complete and File New Jersey Form L-109: Certificate of Cancellation

A foreign LLC ends its authority to do business in New Jersey by filing Form L-109, the Certificate of Cancellation, with the Division of Revenue and Enterprise Services. The fee is $125, and the fastest route is the state’s online portal at njportal.com. Once the certificate is processed, the LLC drops off New Jersey’s commercial and tax registries.¹

Who Uses Form L-109

The form is for a foreign limited liability company, meaning an LLC formed in another state or country, that previously obtained a certificate of authority in New Jersey and now wants to cancel it. N.J.S.A. 42:2C-64 sets out the process: the LLC delivers a certificate of cancellation stating its name and its intent to cancel, and the cancellation takes effect when the filing office processes it.¹

Two boundaries worth flagging. The filing only withdraws the LLC’s New Jersey registration; it does not dissolve the company in its home state. And if the entity is a domestic New Jersey LLC or a different business type such as a corporation or limited partnership, a different form applies. The Division’s Business Endings page lists the correct form for each entity type.²

Clear These Issues Before You File

The online system checks whether the LLC is in good standing before it lets you proceed. If the business has been revoked or voided for missed annual reports or unpaid taxes, the system blocks the filing until those issues are resolved.² Catch up on delinquent annual reports at $75 per year and clear any outstanding tax obligations first.³

A tax clearance certificate is not required for LLC cancellations, whether foreign or domestic. That’s different from for-profit corporation dissolutions, which do require one.² Good standing still means all tax returns are filed and all taxes paid, so if there’s a discrepancy, call the Division of Taxation at 609-292-6400 before you attempt to file.⁴

What You Need to Log In

Three pieces of information get you into the online filing system:

The 10-digit business identification number assigned when the LLC first registered in New Jersey. Include leading zeros.
The business type, which is LLC.
The month and year the LLC was first authorized to do business in the state.

If you don’t have the ID number, the Division’s Business Name Search tool at njportal.com will find it.

Filling Out the Form

The form is short. Online or on paper, you provide the same core information:⁵

Field 1, Business Name. Enter the LLC’s name exactly as it appears on the Treasurer’s records. A missing comma, or “LLC” versus “L.L.C.,” can cause a rejection. Check the Business Name Search if you’re unsure.
Field 2, Date of Formation. Use the date the LLC was originally formed in its home state, not the date it registered in New Jersey.
Field 4, Reason for Filing. A brief statement is enough. Something like “the company no longer conducts business in New Jersey” works.
Attestation and signature. An authorized representative signs, confirming accuracy, and dates the form. The attestation language is pre-printed.

You can specify an effective date of cancellation. Leave that field blank and the cancellation takes effect when the Division processes the filing.¹

How to Submit and What It Costs

The filing fee for a foreign LLC is $125.⁶ Three submission methods are available.

Online

The Division’s Online Business Endings and Cancellation service lives at njportal.com/dor/annualreports. Enter your credentials, and the system verifies standing, walks you through the fields, and takes credit card payment. This is the fastest option.²

By Mail

Print the paper form, attach a check or money order for $125 payable to the Treasurer, State of New Jersey, and send everything to:

NJ Division of Revenue and Enterprise Services
Corporate Unit
PO Box 308
Trenton, NJ 08646

In Person

You can deliver the form at the Division of Revenue office in Trenton. In-person submissions qualify for expedited processing at additional cost on top of the $125 filing fee:⁷

Same-day service, $50 per transaction
Two-hour service, $500 per transaction
One-hour service, $1,000 per transaction

What Changes Once the Certificate Is Processed

The LLC’s public status changes to canceled, and you receive a stamped copy of the certificate. Keep it. That stamped copy is your permanent proof that the LLC is no longer authorized in New Jersey, and counterparties or auditors may ask for it years later.

Cancellation ends several ongoing obligations. The LLC no longer needs a registered agent in New Jersey, no longer files annual reports, and no longer owes the $75 annual report fee. Service of lawsuits through the previously registered agent stops working. Cancellation does not, however, erase liabilities the LLC incurred while it was authorized; creditors can still pursue claims that arose before the cancellation date.

For questions about your filing, contact the Division of Revenue and Enterprise Services at 609-292-9292.²

What Happens If You Skip the Filing

A foreign LLC that stops operating in New Jersey but never cancels stays on the hook for annual reports. Missed filings can lead the state to place the LLC on the inactive list or revoke its authority administratively. Administrative revocation is a penalty, not a clean exit. The LLC still appears in state records as delinquent, and unpaid annual report fees keep accumulating.

Cleaning up later costs more than canceling now. You would first have to reinstate the LLC by paying reinstatement fees plus all back annual reports, and only then could you file the L-109 to cancel properly. The $125 filing while you’re still in good standing avoids that sequence entirely.

Coming Back to New Jersey Later

An LLC that voluntarily canceled and later wants to do business in New Jersey again would generally need to file a new certificate of authority. Reinstatement under N.J.S.A. 42:2C-54 is designed for administrative removals, not voluntary cancellations. For an LLC placed on the inactive list, reinstatement relates back to the date of inactivation, as if the interruption never happened, and costs a $75 filing fee, a $75 current annual report fee, and payment for all delinquent annual reports. A tax clearance certificate is required if more than two years have passed since the LLC went inactive.⁸⁹

1
New Jersey Legislature. Revised Uniform Limited Liability Company Act – Section 64
2
Division of Revenue and Enterprise Services. Business Endings
3
Business.NJ.gov. Taxes and Annual Report
4
New Jersey Division of Revenue and Enterprise Services. State of New Jersey Online Annual Report – Frequently Asked Questions
5
New Jersey Division of Revenue. Instructions for Form L-109 Certificate of Cancellation
6
New Jersey Division of Revenue. Instructions for Form L-109 Certificate of Cancellation Domestic and Foreign Limited Liability Companies
7
Legal Information Institute. New Jersey Administrative Code 17:35-1.4 – Fees for Expedited Service
8
Justia. New Jersey Code 42:2C-54 – Reinstatement Following Administrative Dissolution
9
State of NJ – NJ Treasury – DORES. Reinstatement Fees