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The A-5088-TC form, issued by the State of New Jersey's Department of the Treasury, Division of Taxation, serves a pivotal role for corporations operating within the state. This essential document, known as the Application for Tax Clearance Certificate, is a prerequisite for various corporate transactions, including dissolution, mergers, withdrawals, or reauthorizations under Title 54 of the Revised Statutes. The form requires comprehensive details about the corporation applying, including their name, address, New Jersey Corporation and Federal Identification Numbers, and specific tax-related information. It serves to ensure that a corporation has settled all state taxes, fees, penalties, and interest before proceeding with significant changes to its status. The application, which involves a submission fee, must be carefully filled and submitted to the designated address, highlighting the importance of accuracy in reporting corporate and financial data. With provisions for both the corporation and any affiliated groups, questions cover a wide range of topics from asset sales and dividends to dissolution details and future business conduct. Additionally, it underscores the state’s requirements for tax compliance by setting clear conditions for the voiding of issued certificates and reapplication in case of lapses, thereby emphasizing the state's diligence in tax collection and corporate governance.

Sample - A 5088 Tc Nj Form

A-5088-TC

Application For Tax Clearance Certificate

4-22

State of New Jersey

Department of the Treasury

Division of Taxation

PO Box 269

Trenton, NJ 08695-0269

($25 application fee)

To the Director of the Division of Taxation, Department of the Treasury, State of New Jersey:

Application is hereby made by

(Name and address of corporation)

for a Tax Clearance Certificate under Title 54 of the Revised Statutes.

Correspondence and eventual issuance of Tax Clearance Certificate should be addressed to:

(if third party, authorization letter must be included)

 

(Phone Number)

NJ Corporation Number

 

 

FID Number

 

State and date of incorporation or authorization

 

 

 

Note: All questions must be answered.

 

 

1.The purpose for which Certificate is to be used is (state whether for dissolution, merger, withdrawal, or reauthorization) and the intended effective date of noted action

2.The accounting year employed by the corporation for federal income tax purposes is

3.Is this entity part of an affiliated group? Yes or No

a. If “Yes,” is the total payroll for the whole group over $5,000,000?

(See special instructions)

Yes or No

4.Is the entity/corporation currently a member of a combined group filing a combined New Jersey Corporation Business Tax return? Yes or No

If “Yes,” provide:

Name of the combined group’s managerial member Combined group NU identification number NU

By providing this information you are attesting that no separate entity CBT return needs to be filed and no estimated CBT payment needs to be made by the corporation. Any CBT liability for the dissolved or withdrawing corporation will be paid by the managerial member of the combined group.

5.Have any of the assets of the corporation been sold or transferred during the current or prior taxable accounting period? Yes or No

If “Yes,” enter:

a.Date sold

b.Sales price or fair market value of assets $

c.Profit on sale or transfer of assets $

d.Sales price of real estate included in the above $

e.Profit on sale or transfer of such real estate $

f.Name of purchaser or transferee of real estate and other assets

6.Have any of the assets of the corporation been distributed in dissolution or liquidation during the current or prior taxable accounting periods? Yes or No If “Yes,” give names, dates, and other particulars .

7.Has the corporation or its stockholders entered into any negotiations or contract for the sale of any of the remaining assets?

Yes or No If “Yes,” state the full consideration to be received $

8.Have any dividends been declared or payments made in liquidation of capital stock? If “Yes,” give amounts, dates, and other particulars

Yes or No

9.If all the assets have not been disposed of, advise:

a.What disposition will be made of remaining assets?

b.Fair market value of assets remaining to be liquidated $

10.Who will continue the business formerly conducted by this corporation?

11.Give names and addresses of the present officers and directors of the company

Enclosed is remittance in the sum of $25 made payable to the State of New Jersey. (See important note below).

I declare and affirm, under the penalties provided by law, that this application (including any accompanying statements) has been examined by me and the statements contained therein are true to the best of my information, knowledge, and belief.

Date

 

Signature of Officer

President, Vice President, Secretary, or Treasurer (Strike out Titles not applicable)

IMPORTANT NOTE: Corporations wishing to dissolve/withdraw may file dissolution documents online by visiting www.nj.gov/njbgs.

A-5088-TC 4-22

Notes

A. If all State taxes, fees, penalties, and interest have been paid or secured, a Certificate of the Director evidencing such payment will be forwarded to the Division of Revenue or the party designated on the front of the application.

B. If all such State taxes, fees, penalties, and interest have not been paid, advice thereof will be given to the applicant.

C. The Tax Clearance Certificate shall be void 45 days after date of issuance, except that where a certificate is issued during the last month of taxpayer’s accounting period, such certificate shall be void after the last day of such accounting period. If said certificate is not filed with the Division of Revenue within the period specified therein, applicant must reapply and submit a new application and $25 fee in order to accomplish the purpose for which the original application was filed.

D. Instructions for filing tax returns can be found on A-5033-TC, Procedure for Dissolution, Cancellation, or

Withdrawal.

Instructions

1.Application for Tax Clearance Certificate must be typed or printed.

2.Make sure the corporate name is spelled correctly. Even a slight misspelling will generally make it difficult to identify the corporation for which the application is made. Be sure to include the State and date of incorporation, or date of authorization.

3.Complete answers to all questions applicable to the corporation must be given. Attach a rider where necessary.

Special Instructions

Where taxpayer desires to complete its proceedings for dissolution, merger, etc., no later than the end of a fiscal year in progress, application should be submitted at least 90 days prior to the close of such fiscal year to allow sufficient time for processing and for the submission of any required additional data or payments.

 

 

 

For Division Use Only

Estimated Summary

Check $

 

 

 

Return

Check $

 

Affidavit Per Instruction 3 of

 

 

 

Estimated Summary

 

 

 

Assumption of Liability

 

 

 

Prior Year Affidavit

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumption of tax liability

Final required

Prior year activity affidavit

No final required

Merged corporation

Survivor of merger

 

Remarks

Searched by

 

CERTIFICATE NUMBER

Examiner

 

Approved

Void Date

 

Issued

Document Specifications

Fact Name Detail
Form Purpose The A-5088-TC form is used for applying for a Tax Clearance Certificate in the state of New Jersey, necessary for business dissolution, merger, withdrawal, or reauthorization under Title 54 of the Revised Statutes.
Governing Law This form is governed by New Jersey state law, specifically under Title 54 of the Revised Statutes, guiding taxation and fiscal responsibilities.
Application Fee An application fee of $25.00 is required, payable to the State of New Jersey to process the Tax Clearance Certificate application.
Validity of Certificate The Tax Clearance Certificate is void 45 days after issuance. However, if issued in the last month of the taxpayer's accounting period, it remains valid until the last day of that accounting period.

Detailed Steps for Using A 5088 Tc Nj

Filling out the A-5088-TC NJ form is a crucial step for corporations in New Jersey looking to obtain a Tax Clearance Certificate. This can often be a key requirement for various corporate actions like dissolution, merger, or withdrawal from the state. The process requires detailed attention to ensure accuracy and compliance with New Jersey state regulations. Here are the steps you'll need to carefully follow to complete the form.

  1. Get the form ready: The A-5088-TC must be typed or printed. Make sure you have all the required information at hand before you begin.
  2. Corporation details: Fill in the complete name and address of the corporation applying for the Tax Clearance Certificate.
  3. NJ Corporation and FID Numbers: Enter the New Jersey Corporation Number and the Federal Identification (FID) Number.
  4. State and Date of Incorporation or Authorization: Specify the state where the corporation was incorporated or authorized and the date of incorporation.
  5. Purpose and Effective Date: Clearly state the purpose for which the Tax Clearance Certificate is being requested (dissolution, merger, withdrawal, or reauthorization) and the intended effective date of the action.
  6. Accounting Year: Indicate the accounting year the corporation uses for Federal Income Tax purposes.
  7. Affiliated Group: Check "Yes" or "No" to indicate if the entity is part of an affiliated group, and if so, whether the total payroll for the group exceeds $5,000,000.
  8. Asset Sales and Transfers: Answer questions about the sale or transfer of assets during the current or prior taxable accounting period, including sale dates, sales price or fair market value, profit on sale, and details on real estate if applicable.
  9. Dissolution/Liquidation: If assets have been distributed during dissolution or liquidation, provide details including names, dates, and other particulars.
  10. Negotiations or Contracts: State whether there have been any negotiations or contracts for the sale of any remaining assets, and if so, the full consideration to be received.
  11. Dividends or Liquidation Payments: Indicate if any dividends have been declared or payments made in liquidation of capital stock with amounts, dates, and details.
  12. Disposition of Remaining Assets: Describe the plans for any assets not yet disposed of, including their fair market value.
  13. Business Continuation: If the business formerly conducted by this corporation will continue, provide details on who will continue it.
  14. Officers and Directors: Give the names and addresses of the current officers and directors of the corporation.
  15. Fee and Signature: Enclose the remittance of $25.00 payable to the State of New Jersey and have the form signed and dated by an authorized officer of the corporation.

Once you’ve completed all the relevant sections and double-checked the information for accuracy, send the form along with any required payment to the address specified on the form. After your application has been processed, you’ll be contacted regarding the next steps or to clarify any information. It’s important to submit this form well in advance of any deadlines related to your corporation's transaction to ensure enough time for processing.

Learn More on A 5088 Tc Nj

What is the A-5088-TC form used for in New Jersey?

The A-5088-TC form is an Application for Tax Clearance Certificate in the State of New Jersey. It is used by corporations seeking to obtain a tax clearance certificate for various reasons such as dissolution, merger, withdrawal from the state, or reauthorization under Title 54 of the Revised Statutes. This clearance certifies that all state taxes, fees, penalties, and interest owed by the corporation have been paid or secured.

Who needs to file the A-5088-TC form?

This form must be filed by corporations that are registered in the state of New Jersey and are undergoing processes such as dissolution, merger, withdrawal, or seeking reauthorization. It is a necessary step to ensure all financial obligations to the state are settled before the company can proceed with these actions.

How is the A-5088-TC submitted?

The A-5088-TC form must be typewritten or printed and submitted along with a remittance of $25.00, made payable to the State of New Jersey. The application can be mailed to the Division of Taxation at the address provided on the form. Companies are encouraged to ensure the application is complete and accurate to avoid delays.

Is there a filing fee for the A-5088-TC form?

Yes, there is a $25.00 filing fee that must accompany the A-5088-TC application. This fee is payable to the State of New Jersey and is non-refundable. The filing fee is required to process the application for a Tax Clearance Certificate.

What information is required on the A-5088-TC form?

Applicants must provide detailed information about the corporation, including:

  • Name and address of the corporation
  • NJ Corporation Number and Federal Identification Number (FID)
  • The state and date of incorporation or authorization
  • Purpose for which the certificate is being requested
  • Accounting year employed by the corporation for Federal Income Tax purposes
  • Details regarding any sales, transfers, or distributions of assets, including dates, amounts, and particulars of such transactions
  • Names and addresses of present officers and directors
Additionally, the application must be signed and dated by an authorized officer of the corporation.

What happens after the A-5088-TC form is filed?

Once the A-5088-TC form and the filing fee are received by the Division of Taxation, the application will be reviewed. If all state taxes, fees, penalties, and interest have been paid or secured, a Tax Clearance Certificate will be issued. This certificate is forwarded to the Division of Revenue or the party designated on the application. If there are outstanding obligations, the applicant will be notified.

How long does it take to process the A-5088-TC form?

The processing time for the A-5088-TC form can vary depending on the complexity of the corporation’s tax situation and the current workload of the Division of Taxation. To allow sufficient time for processing, especially if aiming for dissolution, merger, or similar action by the end of a fiscal year, it is recommended to submit the application at least ninety (90) days before the intended effective date.

How long is the Tax Clearance Certificate valid?

The Tax Clearance Certificate is valid for 45 days from the date of issuance. However, if a certificate is issued during the last month of the taxpayer's accounting period, it remains valid until the last day of that accounting period. If the certificate is not filed with the Division of Revenue within the specified period, a new application and fee will be required.

Can the A-5088-TC application fee be waived?

No, the application fee for the A-5088-TC cannot be waived. It is a mandatory fee charged by the State of New Jersey to process the application for a Tax Clearance Certificate. This fee covers the administrative costs associated with processing the application.

Common mistakes

When individuals or corporations fill out the A-5088-TC form for the State of New Jersey, seeking a Tax Clearance Certificate, several common mistakes can occur. These mistakes can delay the process, lead to incorrect submissions, or even result in the denial of the tax clearance request. It's essential to approach this document with attention to detail and understanding of the requirements to avoid such pitfalls.

  1. Incorrect or Incomplete Corporate Name: One of the initial and most critical aspects of the A-5088-TC form is the accurate entry of the corporate name. This name must match the official records exactly, as even minor discrepancies in spelling, punctuation, or abbreviations can lead to delays or misidentification of the corporation within the Department of the Treasury's systems.

  2. Failure to Include Authorized Signature and Proper Title: The form requires the signature of an authorized officer of the corporation (President, Vice President, Secretary, or Treasurer) along with the striking out of non-applicable titles. Neglecting to sign the form or correctly indicate the officer’s title compromises the form’s validity, potentially rendering it void.

  3. Omission of Payment: The application process includes a fee, which, as noted, must be included with the submission. Overlooking the $25.00 payment can result in automatic rejection of the application. It’s crucial to make the payment payable to the State of New Jersey and ensure it accompanies the submitted form.

  4. Incomplete Answers or Missing Attachments: Every question on the A-5088-TC form must be answered fully. Additionally, if the space provided on the form is insufficient, applicants are instructed to attach additional sheets (riders) with the extra information. Failing to provide complete answers or the necessary attachments can lead to processing delays or requests for additional information, slowing down the overall clearance process.

  5. Not Adhering to Submission Deadlines: The form includes specific guidance for corporations wishing to complete their dissolution, merger, withdrawal, or reauthorization by the end of their fiscal year. It advises submission of the application at least ninety (90) days before the fiscal year's close. Late submissions may not be processed in time, potentially affecting the corporation's planned actions.

By understanding and avoiding these common mistakes, corporations can streamline their request for a Tax Clearance Certificate in New Jersey, ensuring a smoother and more efficient process.

Documents used along the form

When dealing with corporate transactions in New Jersey, such as a merger, dissolution, or withdrawal, businesses need to be prepared with a variety of documents. The A-5088-TC form for a Tax Clearance Certificate is a crucial document in this process. However, there are several other forms and documents that may be necessary to complete these transactions successfully and comply with New Jersey state regulations.

  • A-5033-TC (Procedure for Dissolution, Withdrawal, or Surrender): This form provides detailed instructions for corporations on how to properly dissolve, withdraw, or surrender their charter in New Jersey, including the necessary steps and documentation.
  • Public Records Filing for New Business Entity (NJ-REG): Required for new businesses to officially register with the state. This document ensures that the business is legally recognized and able to conduct operations in New Jersey.
  • Annual Report: Filed yearly by corporations, this report updates the state on key information like business address and officers. It's essential for maintaining good standing with the Division of Revenue and Enterprise Services.
  • Certificate of Formation/Incorporation: This foundational legal document formally establishes a corporation or LLC in New Jersey, detailing its structure, purpose, and governance.
  • Certification from the Division of Revenue and Enterprise Services: A certificate showing that the business has met all filing and fee requirements, often required for various legal and financial transactions.
  • Corporate Bylaws or Operating Agreement: Outlines the internal rules governing the management of the business. While not filed with the state, they are fundamental for corporate governance.
  • Minute Book Records Including Resolutions: These are internal documents showing decisions made by the corporation's board of directors or LLC’s members, necessary for maintaining corporate compliance and decision-making transparency.
  • Stock Certificates and Ledger: For corporations, these documents track ownership and transactions related to the corporation's issued shares.
  • Employer Identification Number (EIN) Documentation: Issued by the IRS, the EIN is required for tax administration purposes and must be attached to various state filings.
  • New Jersey Bulk Sales Notification: Required if the business sells or transfers a large portion of its assets outside the ordinary course of business, to ensure that the appropriate taxes are collected and remitted.

Together, these documents form a bundle that guides corporations through the regulatory labyrinth of starting, maintaining, merging, or dissolving a business in New Jersey. Being prepared with the right documents not only ensures compliance with state laws but also facilitates smoother transitions during significant business changes.

Similar forms

The Form SS-4, Application for Employer Identification Number (EIN), offered by the Internal Revenue Service (IRS) bears similarity to the A-5088-TC in its function as a foundational document for businesses. Just as the A-5088-TC is required for New Jersey corporations to obtain a clearance that they are up to date on their tax obligations, the Form SS-4 is a prerequisite for new businesses needing to establish their tax identity with the IRS. Both forms serve as gateways for businesses to lawfully engage in activities by ensuring they are properly registered and recognized by tax authorities.

The Certificate of Formation, used by entities to legally form a corporation or LLC within a state, shares similarities with the A-5088-TC. The Certificate establishes a company's legal existence, while the A-5088-TC ensures a corporation is in good tax standing. Both are integral in the lifecycle of a business, with the Certificate of Formation marking the beginning and the Tax Clearance Certificate often being a part of the dissolution or merger process, signifying transitions or changes in the business structure.

The Statement of Information, a document required periodically by state authorities to update a corporation's records, parallels the A-5088-TC in maintaining current and accurate public records. Where the A-5088-TC confirms a company's tax status, the Statement of Information provides up-to-date information on a corporation's management and business address, ensuring transparency and compliance with regulatory requirements.

The Business License Application, necessary for operating legally in many local jurisdictions, is akin to the A-5088-TC in its role of regulatory compliance. While the Business License gives a business the permission to operate within a certain locality, the A-5088-TC verifies the business has met all state tax obligations, clearing the way for it to proceed with significant corporate actions without encumbrances.

The UCC-1 Financing Statement, relevant in securing interests in a debtor's personal property, contrasts with the A-5088-TC's tax-focused nature but is similar in its formal regulatory function. Both documents are part of larger legal and financial processes—where the UCC-1 establishes a public record of secured transactions, the A-5088-TC ensures a corporation can freely undertake major corporate activities by proving tax compliance.

Dos and Don'ts

When completing the A-5088-TC form for the State of New Jersey, attention to detail is paramount. This document plays a crucial role in the process of dissolving, merging, or otherwise modifying a corporation's status, so it's essential to approach the task with care and precision. Below, you'll find a list of recommendations to ensure that your application is submitted correctly and efficiently.

What You Should Do

  • Ensure Accuracy: Double-check all details, especially the corporation's name, NJ Corporation Number, and FID Number. Even slight mistakes can lead to processing delays or the rejection of your application.
  • Answer All Questions Completely: Every question is there for a reason. If a section doesn't apply to your corporation, clarify why it's not applicable. Incomplete answers can stall the clearance process.
  • Submit Early: If your proceedings for dissolution, merger, or any significant corporate action need to be completed by the end of a fiscal year, submit your application at least 90 days before the fiscal year's end. This timing ensures ample processing and correction time, if needed.
  • Include the Application Fee: Attach the required $25.00 fee with your application. Make sure the payment is directed correctly, following the instructions on the A-5088-TC form.

What You Shouldn't Do

  • Ignore Instructions for Attachments: If your answer requires a detailed explanation or additional documents, do not overlook this detail. Attach all necessary documentation to support your answers.
  • Submit Without Verifying Tax Status: Before submission, confirm that all state taxes, fees, penalties, and interest have been paid or secured. Sending the application without this confirmation can lead to unnecessary complications.
  • Use Casual Language: Treat the form and the process with professionalism. Use formal language and be precise in your answers to ensure clarity and seriousness of purpose.
  • Forget to Update Contact Information: If any correspondence information has changed since the last interaction with the Division of Taxation, make sure to update this on the form. Incorrect or outdated contact information can lead to delays in receiving your clearance certificate.

By following these guidelines, you can streamline the process of obtaining a Tax Clearance Certificate from the New Jersey Department of the Treasury. The key is in preparation, attention to detail, and adherence to the state's requirements. With careful planning and execution, you can navigate this process smoothly and efficiently.

Misconceptions

When it comes to the A-5088-TC form, a key document for businesses in New Jersey seeking a Tax Clearance Certificate, there are several common misconceptions. Understanding these can help businesses navigate the process more smoothly. Let's clarify:

  • It's only necessary for dissolving a company. While the form is critical for businesses planning to dissolve, it's also required for mergers, withdrawals, or reauthorizations under New Jersey law. The form specifies the need to state the purpose for which the certificate is to be used, which includes more than just dissolution.

  • Any business can fill it out at any time. This form is specifically for corporations. It requires details such as the NJ Corporation Number and Federal ID (FID) Number, indicating that not all business types can use this form. Timing is also crucial; for example, if a business intends to complete its proceedings by the end of a fiscal year, the application should be submitted at least 90 days before the fiscal year’s close.

  • The application is free. There's a $25.00 application fee required with the submission of the form. This fee helps cover the processing and issuance of the Tax Clearance Certificate.

  • Digital submission is optional. While some documents and applications can be submitted online, the A-5088-TC form clearly notes that corporations wishing to dissolve or withdraw may also file dissolution documents online, emphasizing the state’s encouragement towards digitizing the process.

  • Completion and submission guarantee approval. Submission of the A-5088-TC and its related fee does not guarantee that a Tax Clearance Certificate will be issued. The certificate is only granted after all state taxes, fees, penalties, and interests have been paid or secured, as stated within the form's instructions. Approval also depends on the accuracy and completeness of the application.

  • All assets must be liquidated before applying. Although the form requires information about assets that have been or will be sold or transferred, including plans for remaining assets, it does not stipulate that all assets must be liquidated prior to applying. The form asks for details regarding the disposition of remaining assets and their fair market value.

  • Only for internal state use. While the form indeed facilitates state-internal processes, such as ensuring all taxes and obligations to the state are settled, it also serves a public-facing function. It's necessary for legally changing a corporation's status and is often required by other entities involved in mergers, acquisitions, or dissolution processes to verify the corporation's compliance with state tax laws.

  • Information about assets is irrelevant. The form includes sections requiring detailed information about asset sales, transfers, and distributions during the taxable period. This information is crucial for the state to assess the corporation’s tax obligations and ensure all dues are paid or accounted for before issuing the Tax Clearance Certificate.

Clearing up these misconceptions about the A-5088-TC form is vital for any corporation in New Jersey undergoing significant structural changes or those seeking to fulfill state tax obligations. Taking time to understand the requirements, fees, and purpose of this form can save businesses time and prevent potential issues in their application process.

Key takeaways

Understanding how to correctly fill out and use the A-5088-TC NJ form is vital for corporations engaging in significant business changes like dissolution, mergers, or reauthorization. Here are key takeaways to help navigate this process:

  • The A-5088-TC is an application for a Tax Clearance Certificate in the State of New Jersey, crucial for corporations looking to dissolve, merge, withdraw, or reauthorize their business.
  • Applications must be directed to the Director of the Division of Taxation, Department of the Treasury, State of New Jersey, ensuring all provided information is accurate and complete.
  • Clear and precise communication is required concerning where the Tax Clearance Certificate should be sent, highlighting the importance of specifying correspondence details.
  • A non-refundable application fee of $25.00 is necessary to process this request, emphasizing the need for careful preparation to avoid any mistakes that could lead to the need for reapplication.
  • Applicants must disclose whether the corporation is part of an affiliated group and, if so, whether the total group payroll exceeds $5,000,000, ensuring comprehensive financial disclosure.
  • Details regarding any sale or transfer of assets, including dates and amounts, must be thoroughly documented, highlighting the need for detailed record-keeping.
  • If the corporation has distributed assets in liquidation or dissolution, specifics including names, dates, and particulars are required, underscoring the importance of transparency in such transactions.
  • For corporations not fully dissolved, plans for the remaining assets must be clearly stated, suggesting a forward-looking approach to asset management.
  • Information on current officers and directors will be necessary, pointing to the need for current and accurate corporate governance documentation.

Submitting this application is a declaration under penalty that all information provided is true, stressing the importance of accuracy and honesty in all disclosures.

Timely submission is critical. Applications should be filed at least ninety (90 days) prior to the close of the corporation's fiscal year to allow ample processing time and the submission of any additional required information or payments.

Finally, the Tax Clearance Certificate becomes void under specific conditions, such as 45 days after issuance or at the end of the taxpayer's accounting period, emphasizing the importance of timely action following receipt of the certificate.

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