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 __ 15A:12-3 New Jersey Business Corporation Act New Jersey Nonprofit Corporation Act (File in Duplicate) (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: Signature: Signature: Date: Date: Date: NJ Division of Revenue, PO Box 308, Trenton, NJ 08646 American LegalNet, Inc. www.USCourtForms.com 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 American LegalNet, Inc. www.USCourtForms.com