How To Reinstate A New York Corporation
Reinstate Or Revive A New York Corporation:
The New York Department of State does not dissolve businesses for not paying the biennial fee. However, the department of state will dissolve your corporation by proclamation if instructed to do so by the New York Department of Taxation and Finance (DTF). If your New your corporation is annulled by proclamation, and you want to reinstate, you will need to file franchise tax returns for all missed. This includes taxes for any periods after the dissolution or annulment of authority by proclamation. You must pay all taxes, additional charges, and interest due on these returns.
The first step to reinstate a corporation is to call the Department of Taxation and Finance at (518) 485-2639 to inquire about paying the corporations taxes and fees. Once you submit all the outstanding returns and fees to the DTF, they will send you written to consent to reinstate. When you get the consent from the DTF, submit it to the New York Department of State with the appropriate filing fee.
The New York Department of State accepts cash, check, money order, MasterCard, Visa and American Express. Don’t send cash if you submit by mail. 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. If you pay by credit card, indicate the level of service requested in the space provided on the Credit Card/Debit Card Authorization Form.
Where do I submit the reinstatement documents and fees?
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
How much will it cost to reinstate a New York corporation?
First you will have to pay all your delinquent taxes and fees to the Department of Taxation and Finance. Then you will have to submit a $55 filing fee* to the Department of
State when you apply for reinstatement.
*The filing fee for reinstatement with the Department of State is $55 if the certificate is filed within three months after the date of publication of the proclamation dissolving or annulling the authority of the business. If the certificate is filed later than three months after this date, an additional amount is required. If you are requesting reinstatement later than three months after the publication date, you will need to contact the Department of State regarding the filing fee.
What if my New York corporations name is no longer available when I reinstate?
You will want to do a name check with the New York Department of State to see if your name is still available. If not, you will have to file a Certificate of Amendment to change the name with the Department of State.
How long does it take for the Department of state to process the reinstatement?
It can take a couple weeks to get your consent from the New York Department of Taxation and Finance. After you submit the consent to the New York Department of State, normal processing time is seven business days. The Department of State will notify you when they have completed processing the reinstatement.
How long does your New York Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new New York Corporation?
A voluntarily dissolved New York corporation may be restored to active status by a court order filed with the Department of State. You may petition the court at any time.
There is no time limit after which you would be ineligible for a court order of reinstatement.
The only reasons you would need to start over with a new corporation would be if you requested dissolution and would rather start over than attempt to obtain a court order.
Fees will continue to add up until the DTF dissolves your New York Corporation by proclamation. This could be several years after the corporation stops filing its tax returns. Dissolving your corporation voluntarily ends your tax obligations.
How many biennial reports can you miss before you can’t revive your New York Corporation?
You may miss an unlimited number of biennial reports and the department of state will not dissolve you. If you have missed filing your biennial report your business status will change to “Past Due.” You can bring your business status back to active or good standing at any time by paying the $9 fee.