N.J.A.C. 18:7-14.2 - Actions Not Requiring the Prior Issuance of a Tax Clearance Certificate

(a) A corporation may merge under the laws of New Jersey or any other jurisdiction without applying for a Tax Clearance Certificate only where the surviving corporation is a domestic corporation or an authorized foreign corporation.

(b) A corporate dissolution before commencing business may occur without applying for a Tax Clearance Certificate pursuant to N.J.S.A. 14A:12-2(3).

(c) A dissolution of a corporation without assets may occur without applying for a Tax Clearance Certificate pursuant to N.J.S.A. 14A:12-4.1(3).

(d) See N.J.A.C. 18:7-14.5 for the streamlined dissolution or withdrawal procedure.

(e) Mergers between members of a combined group filing a combined return are presumed to qualify for (a) above, even if the surviving corporation is not a domestic corporation or an authorized foreign corporation, as long as the combined group as a whole continues to exist and the managerial member files the New Jersey combined return on behalf of the combined group. However, if the non-surviving member of the merger was the managerial member, then the combined group must designate another taxable member as the managerial member and the combined group must continue to file New Jersey combined returns.

(f) Statutory conversions or domestications, where the entity remains registered with New Jersey or continues to maintain a valid certificate of authority with New Jersey without applying for a Tax Clearance Certificate.