Brick, NJ asked in Business Law and Real Estate Law for New Jersey

Q: 2005 LLC formed and acquired a Deed. Never operated as LLC. 2007 NJ revoked LLC. 2020 LLC wants to sell deeded property.

Sole owner LLC has only one asset, the deeded property. Since 2005, LLC has not done any other business (no profit or loss). LLC Never filed any annual reports, has no bank account, never filed a tax return. Question: does revoked LLC have to be reinstated to "wind down" business (sale of only asset) or can it convey deed as part of dissolution pending entity or can sole owner of LLC convey deeded property with an affidavit explaining circumstances? NJ State fees for 15 years inactivity are about $850.00. Is Tax Clearance Certificate also required?

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1 Lawyer Answer
Morris Leo Greb
Morris Leo Greb
  • Rockaway, NJ
  • Licensed in New Jersey

A: A prudent buyer will requirea tax clearance letter from the State. The buyer will file a bulk sales notice with the State. You will need to provide your TIN so that the notice can be filed.

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