New Jersey Administrative Code
Title 18 - TREASURY - TAXATION
Chapter 7 - CORPORATION BUSINESS TAX ACT
Subchapter 14 - TAX CLEARANCE
Section 18:7-14.3 - Actions and transactions requiring the prior issuance of a Tax Clearance Certificate in order to avoid a personal liability to certain officers and directors

(a) No corporation may either distribute any of its assets in dissolution or in partial or complete liquidation, or consolidate with another corporation to form a new corporation or merge into a foreign corporation that is an unauthorized foreign corporation, and no domestic corporation may dissolve (except as may be provided by law), and no authorized foreign corporation may withdraw its authority to do business in New Jersey, unless the foreign corporation shall have applied for and received a Tax Clearance Certificate from the Director of the Division of Taxation.

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