How to Dissolve a Corporation in New York With No Activity

By Karyn Maier

Just as you must comply with filing regulations to form a corporation in New York, you must comply with final reporting requirements to dissolve your business. It makes no difference if there was little or no activity in the previous 12 months or even since start up. The New York Department of State does not recognize the dissolution of a corporation until the proper certificate is filed, the date of which is the date your corporation ceases to exist.

Just as you must comply with filing regulations to form a corporation in New York, you must comply with final reporting requirements to dissolve your business. It makes no difference if there was little or no activity in the previous 12 months or even since start up. The New York Department of State does not recognize the dissolution of a corporation until the proper certificate is filed, the date of which is the date your corporation ceases to exist.

Final Tax Reporting

Before you can dissolve your corporation, you must complete and file a final corporate tax return, regardless of whether or not there was any activity during the year. You must file even if it means reporting zero revenue, sales tax, payroll and so on. If there are any taxes due, however, be sure to pay them at the time of filing. Also, be sure to check the box that reads “Final” at the top of the return.

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Consent for Dissolution

Once the New York Department of State verifies your corporation is current on tax return filings and tax liabilities, it will issue a written statement giving consent to dissolve the corporation. If there are un-filed returns or taxes due, the department will send you a letter explaining what needs to be done before you can proceed with the dissolution. Be sure to comply with the state promptly because you cannot dissolve your corporation until you have this consent letter.

Certificate of Dissolution

Once you have the consent letter from the New York Department of State, complete and file a certificate of dissolution. The form should be typed or written legibly in black ink and include the name of the corporation as it appears on the corporation’s certificate of incorporation, date of incorporation and names and addresses of the directors and officers. This form must be signed by an officer or director of the corporation or, if applicable, an attorney-in-fact. The consent for dissolution previously issued by the tax department must be attached to this form before filing.

Filing

File the certificate of dissolution, together with two additional copies of the written consent letter from the tax department, with the New York Department of State. Be sure to include the filing fee which, at time of publication, is $60.00 payable by check. You may file in person or by mailing the completed forms to the Division Of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany NY, 12231. Once the certificate is filed, the Department of State will issue a filing receipt, which states the official date of dissolution of your corporation.

Involuntary Dissolution

If your corporation has not filed or paid state-levied franchise taxes for two consecutive years or more, the Secretary of State may dissolve your corporation by proclamation. Although your corporation will cease to legally exist, involuntary dissolution will not satisfy state taxes and fees in arrears. It should also be noted that your corporation, although inactive, may be subject to future tax liabilities because it can take several years to finalize a dissolution by proclamation.

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