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.

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.

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.

Ready to incorporate your business? Get Started Now

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.


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.

Ready to incorporate your business? Get Started Now
How Do I Dissolve a Corporation in Delaware?



Related articles

How to Close an S Corp With the IRS

An election with the IRS to have your corporation taxed as an S corporation can provide tax advantages over a C corporation. A corporation must meet certain IRS eligibility rules to elect to be treated as an S-corp. An S-corp is taxed as a disregarded entity and does not pay entity-level taxes. If the corporation ceases to meet the eligibility rules or decides to end its status as an S-corp, it may file to revoke the S election and continue as a C-corp. Dissolution under state law will also end a corporation’s sub-chapter S status once a final tax return is filed.

The Difference Between Delinquent & Inactive Corporations

Corporations are a popular business type for small and large companies. Formed under state law, corporations provide limited liability to the owners, known as shareholders, and make ownership interests easy to transfer. Although the life of a corporation can be perpetual, failure to comply with state filing requirements can result in the company losing its authority to continue doing business.

Terminating a New York S Corp

A corporation is considered an independent legal entity under New York state law. S corporation status is an IRS tax classification. Once of the consequences of corporate independence is that if you want to dissolve a corporation, you can't just lock the doors and walk away. Before New York will consider your corporation legally dissolved, you must satisfy state authorities that certain formalities have been completed. You must also notify the IRS.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Dissolve Inactive Corporations in California

Your California corporation has a life of its own. Many people incorrectly think that if they never start operating the ...

What Is an Inactive Corporation?

An inactive corporation legally exists but has no business activity. A corporation is created by filing the necessary ...

Closing an S Corporation in Georgia

S corporations are business entities that are closely held by a small number of shareholders. All corporations must ...

How to Close an S-Corporation in North Carolina

To close an S corporation, or S corp, there are a number of steps you must take to ensure that the corporation has ...

Browse by category
Ready to Begin? GET STARTED