How to Dissolve a Corporation in New York

Obtaining 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

Your corporation is registered with the State of New York. Officially ending its existence as a state-registered business entity, and putting it beyond the reach of creditors and other claimants, begins with a formal process called “dissolution.”

New York’s Business Corporation Act provides for voluntary dissolution through a shareholder vote or written consent of shareholders

Dissolutions by shareholder vote occur at a formal shareholder meeting. Generally, before the meeting and vote, your board of directors must adopt a proposal to dissolve and submit it to the shareholders. Keep in mind that you are required to give at least ten days advance notice to each shareholder of the proposed meeting on dissolution. Dissolution typically must be approved by a majority of all shares entitled to vote on the matter. However, depending on the effective date of your certificate of incorporation and of any amendments to that certificate, a two-thirds majority of all voting shares may be required to approve dissolution.

The BCA also allows you to avoid a formal vote at a shareholder meeting if all shareholders entitled to vote on dissolution provide their written consent. In addition, your certificate of incorporation may provide that you can dissolve by getting the written consent of the same number of shares as would otherwise be needed at a meeting. In the latter case, unless your certificate of incorporation requires a greater vote, to dissolve you would need to get written consent from either a simple majority or two-thirds majority, depending on your date of incorporation. In either case—getting consent from all voting shares or from only a certain majority of shares—the required number of shareholders must sign a document, known simply as a “consent,” that states the corporation is dissolved.

Tax Clearance

Before you can file a Certificate of Dissolution, New York requires that you obtain tax clearance from the New York State Department of Taxation that your corporation does not owe any back taxes or returns.

To get the necessary consent, you must file a final  corporation tax return. If the Dept of Tax determines you have filed all necessary returns and paid all necessary taxes, it will issue a written consent to dissolve.

Certificate of Dissolution

After dissolving your corporation, you must file a Certificate of Dissolution with the Division of State . The certificate of dissolution must contain the following information:

• the name of your corporation
• the date the certificate of incorporation was filed by the department of state
• the name and address of each of corporation officer and director
• a statement that the corporation elects to dissolve; and
• a statement of the manner in which the dissolution was authorized.

Out-of-State Registrations

Is your corporation registered or qualified to do business in other states? If so, you must file separate forms to terminate your right to conduct business in those states. Depending on the states involved, the form might be called a termination of registration, certificate of termination of existence, application of withdrawal, or certificate of surrender of right to transact business. Failure to file the additional termination forms means you’ll continue to be liable for annual report fees and minimum business taxes.