Only New Jersey Courts May Undo LLC Dissolution, Judges Rule

A New Jersey limited liability company must go through the trial courts—not the state revenue agency—to rescind a certificate of dissolution filed in error, an appellate panel ruled Tuesday.

The state LLC statute “contains no provision authorizing the New Jersey Department of the Treasury to perform such a rescission,” Judge Jack Sabatino wrote for the New Jersey Superior Court, Appellate Division. State trial courts have the jurisdiction to undo dissolution as long as the applicant supports its request and interested parties are notified, the court said.

The proper means to challenge an erroneous dissolution certificate is an issue of first ...