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How to Dissolve a New York Corporation

How do you dissolve a New York Corporation?

To dissolve your corporation in New York, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person. You will need to include two copies of written consent to dissolve from the New York State Department of Taxation and Finance. You may also need to attach consent from New York City Department of Finance if you conducted any business in New York City. The New York Department of State does not require original signatures on the certificate of dissolution.

The New York Department of State accepts cash, check, money order, MasterCard, Visa and American Express. Checks should be payable to “Department of State.” If you pay by credit or debit card, include a Credit Card/Debit Card Authorization Form. Faxed documents must include credit or debit card authorization.

If you request expedited service, you must include separate payment. Include an additional check or money order. Don’t send cash if you mail your certificate of dissolution.

If you pay by credit card, indicate the level of service requested in the space provided on the Credit Card/Debit Card Authorization Form.
New York Department of State Division of Corporations One Commerce Plaza 99 Washington Avenue Albany, NY 12231 Phone: (518) 473-2492 Fax file: (518) 474-1418
The New York Department of State, Division of Corporations filing counter is open from 9:00-4:30 on weekdays.

New York Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a New York Corporation?

To dissolve a corporation or LLC in New York, there is a $60 filing fee required.

For 24 hour expedited processing it is an additional $25 fee. For same day expedited processing it is an additional $75 fee. For 2 hour expedited processingit is an additional $150 fee. (Note: To obtain expedited processing you must submit a separate, non-refundable fee and note on the envelope “Expedited Processing”)

Your registered agent in New York may be able to help you with the dissolution process.

Do you need a Department of Taxation and Finance clearance before the New York Department of State will accept your dissolution?

Written consent from the New York State Department of Taxation and Finance (DTF) must be attached to the Certificate of Dissolution when it is submitted to the Department of State. You can get the consent to dissolve by filing a final tax return with the DTF. If you check the “Final” box on the tax return form, the DTF will check the status of the corporation. If it is up to date, the DTF will issue the written consent to dissolve. If the corporation is not up to date, the DTF will send the corporation a letter explaining what taxes/returns are outstanding. If you have questions, call the New York Department of Taxation and Finance, Corporate Dissolution Unit at (518) 485-6027 or visit the DTF website (see link below).

New York State Department of Taxation and Finance Corporation Tax Dissolution Unit Building 8, Room 958

W.A. Harriman Campus Albany, NY 12227

If the corporation has done business in New York City, consent from the New York City Commissioner of Finance must also be attached to the Certificate of Dissolution. To obtain this type of consent, you will need to prepare the Request for Consent to Dissolution form and mail it to:

New York City Department of Finance Collection Division Vendor Tax Clearance Unit 59 Maiden Lane, 25th Floor New York, NY 10038

For more information visit the New York City Department of Finance website (see link below).

How long does it take the state to process the filing?

Regular processing is completed by the Department of State in seven business days.

Requests for 24 hour expedited processing may be submitted between 9 and 4.

Same day processing is available for hand delivered or faxed documents received before noon. Two hour expedited processing is available for documents delivered in person or by fax by 2:30 pm.

You will receive confirmation of the filing by mail, only if specifically if requested, and upon paying the $5 uncertified copy of filed document fee.

How long before someone can take your business name?

The day after your New York corporation is dissolved, the business name can be requested by another entity.

What is the penalty if you do not dissolve properly and just don’t file your biennial reports?

The New York Department of State does not have penalties for ignoring your biennial report. They will send a written past due notice by mail that you must respond to within 60 days. If you do not respond to the notice within the 60 days, your business entity status will be delinquent. You may pay the $9 fee to have your business reinstated at any time.

If a New York corporation does not file the required New York State corporate franchise tax returns, the penalties and interest will continue to add up, and any corporate assets are subject to liens for unpaid taxes. If the corporation does not pay the franchise tax for two years in a row, the State Department of Taxation and Finance will instruct the Department of State to dissolve the corporation by proclamation. As long as a company exists it must file an annual return and pay the minimum tax to the New York State Department of Taxation and Finance. It’s much better for the company to dissolve voluntarily with the Department of State, because that will end its obligation to pay future taxes and fees.

New York Department of State corporate forms:

http://www.dos.ny.gov/corps/dom_busfile.html

New York State Department of Taxation and Finance:

http://www.tax.ny.gov/bus/doingbus/tr125.htm

New York City Department of Finance:

http://www1.nyc.gov/site/finance/index.page

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