Instructions for voluntary dissolution of a New York corporation

Background

Domestic corporations (corporations created under the laws of New York State) must pay income franchise and other taxes to New York State. The corporation pays the income franchise tax in exchange for the privilege of exercising its corporate franchise, doing business, employing capital, owning or leasing property, maintaining an office, or deriving receipts from activity in the state.

A domestic corporation that is in existence must continue to file New York State returns and pay any taxes or fees due regardless of whether it does any business, employs any capital, owns or leases any property, maintains any office, derives any receipts from any activity in this state or engages in any activity, within or without New York State, until it is formally dissolved. The process of voluntary dissolution brings the existence of the corporation to an end, and eliminates the corporation’s obligation to file returns and pay taxes and fees to New York State in the future. The dissolution process involves both the Tax Department and the New York Department of State.

A domestic corporation that voluntarily dissolves does not end its obligation to file returns and pay taxes and fees if it continues to conduct business, even if the business is carried on entirely outside New York State.

There are different procedures for the voluntary dissolution of New York State not-for-profit corporations and the surrender of authority by foreign business corporations.

Procedure for voluntary dissolution

Voluntary dissolution is generally a two-step process:

• Obtaining written consent from the Tax Department¹ (which will check to see if the corporation owes back taxes and if it has filed all its returns)²; and
• Filing paperwork with the New York Department of State, including a Certificate of Dissolution.

¹Written consent from the NYS Tax Department is not required for Limited Liability Companies.

² If the corporation has done business in and incurred tax liability to the City of New York, it must request written consent to dissolve from the New York City Commissioner of Finance. Additional information is available on New York City Department of Finance’s website.

How to get consent from the Tax Department

• File a final corporation tax return. Use the form you normally use, but mark an X in the box marked Final at the top of the return.
• You may also choose to e-file your final return. You must use e-file software that’s been approved by the Tax Department.
• If the current tax year form is available, you must file using that year’s tax form. If the current year’s form is not yet available, taxpayers may file a short period report using the prior year’s form. The computation of the tax on the final return needs to take into account any tax law changes that are effective for that final tax year. Payment of the tax must be submitted in conjunction with such report.
• Mail your returns and payments to the appropriate address (see list below).
• When we receive the final return, we’ll check to see if the corporation is up-to-date with its returns and taxes. This includes any taxes and returns due for any part of a year in which the corporation was in existence.
• If your corporation has filed all its returns and paid all its taxes, we’ll issue a written consent to dissolve the corporation.
• If not, we’ll send you a letter telling you what you need to do before we can give our consent.

How to create a Certificate of Dissolution

For blank forms and detailed instructions on how to complete and file them, visit the Department of State website at Certificate of Dissolution for Domestic Business Corporations.

Complete the process by filing with the New York Department of State

Once you’ve obtained our consent and prepared the Certificate of Dissolution, you’re ready to file with the Department of State. Your filing must include:

• written consent from the Tax Department (Form TR-960, Consent to Dissolution of a Corporation);
• one Certificate of Dissolution; and
• a check for $60 payable to the New York Department of State.

You may file in person or by mailing to:

NEW YORK DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
ONE COMMERCE PLAZA
99 WASHINGTON AVE
ALBANY NY 12231

You may also fax the completed Certificate of Dissolution, the consent of the New York State Department of Taxation and Finance, consent of the New York City Department of Finance, if required, and a Credit Card/Debit Card Authorization Form to the Division of Corporations at (518) 474-1418.

Once the Department of State accepts the Certificate of Dissolution for filing, they’ll issue your corporation a filing receipt. The filing receipt establishes the date that the corporation’s existence comes to an end.

Dissolution by proclamation

If a New York corporation doesn’t voluntarily dissolve and doesn’t file franchise tax returns or pay franchise taxes for two or more years, the New York Secretary of State may dissolve the corporation by proclamation.

• With dissolution by proclamation and voluntary dissolution, the legal entity of the corporation ceases to exist. The important difference is that dissolution by proclamation occurs without a request by the corporation.
• A corporation dissolved by proclamation must continue to file returns and pay taxes or fees until they:
1. Have the corporation reinstated.
2. Complete the voluntary dissolution process described above.

Questions?

Call the Department of Taxation and Finance Corporate Dissolution Unit at 518-485-2639.

Mailing addresses

When filing a return or making a payment, be sure to use the correct address*:

* See Publication 55, Designated Private Delivery Services, if not using U.S. Mail.