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New York Company Dissolution

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. Payment of the tax must be submitted in conjunction with such report.
  • If your corporation has filed all its returns and paid all its taxes a written consent to dissolve the corporation will be issued

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. Dissolution typically must be approved by a majority of all shares entitled to vote on the matter.

New York Company Dissolution fees
New York Dissolution fee£720
Company Search£100
Due Diligence – per Director and Shareholder£80
State filing fee – Business Entity Tax for current year (variable)$300
Business Entity Tax for the previous year (variable)£360
Expedited Certificate of Dissolution – filed in 5 days$450

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.