How to Dissolve a Corporation in New York With No Activity

By Jennifer Kiesewetter, J.D.

How to Dissolve a Corporation in New York With No Activity

By Jennifer Kiesewetter, J.D.

A domestic corporation created under the laws of New York must continue to pay income and franchise taxes and complete any filings whether it conducts business or receives income until it's formally dissolved. The process of terminating a corporation in New York ends the company's existence and stops the organization's requirements to pay taxes and complete any filings to the state. Both the New York Department of Taxation and Finance and the Department of State, which includes the Secretary of State, share in the dissolution requirements.

Here's how to dissolve a corporation in New York with no activity.

1. File a Certificate of Dissolution.

New York's Business Corporation Law provides a process for voluntarily dissolving a domestic corporation. First, you should file a Certificate of Dissolution (Form DOS-1337-f) with the New York Department of State.

On this form, you should complete the exact name of the corporation, date of incorporation, and the names and addresses of the officers and directors. Additionally, you should include how the dissolution was authorized. For example, did 2/d or a majority of the shareholders vote to dissolve the company?

Finally, the Certificate of Dissolution must contain a statement that the “corporation elects to dissolve." This cannot be modified. An officer or another authorized person of the company must sign the Certificate of Dissolution.

2. Attach consent from the Department of Taxation and Finance.

You must attach a written consent from the New York State Department of Taxation and Finance to your Certification of Dissolution. You can request permission in one of three ways:

  • Fax a written request to (518) 435-2997
  • Call the automated system at (518) 485-2639
  • Mail a written request to New York State Department of Taxation and Finance, Corporation Tax Dissolution Unit, Building 8, Room 958 W.A. Harriman Campus, Albany, N.Y. 12227

If you've done business in the City of New York, you also must attach a Consent of the New York City Commissioner of Finance to your Certificate of Dissolution. To request this consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038.

3. Pay the filing fee.

After you've completed your Certificate of Dissolution and obtained the appropriate consent, you need to pay a $60 filing fee, which is made payable to the New York Department of State with a credit card, check, cash, or money order. If you choose to pay with cash, pay in person. To expedite your dissolution, you can pay an additional non-refundable fee to expedite the process.

4. File the Certificate of Dissolution.

You may file your Certificate of Dissolution, the consent(s), and the filing fee by mail, in person, or via fax to the New York Department of Taxation and Finance. On the date that the New York Department of State files the Certificate of Dissolution, your business is dissolved and its existence has ended. The Department of State will send a receipt to the filer indicating the name of the corporation, the date of the filing, and any fees paid.

You may have questions about dissolving your business in the State of New York. If you do, you should consult with an attorney. By seeking legal advice, you can assure yourself that you've correctly ended the existence of your company and tied up all loose ends.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

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