Instructions for voluntary dissolution of a New York corporation

Background

Domestic corporations (corporations designed under which laws of New York State) must pay income suffrage and other taxes to New York State. And corporation pays the income franchise tax in exchange for this privilege of exercising it corporate franchise, doing business, recruit upper, proprietary or leasing property, maintaining an office, or deriving receipts from activity included the states.

A domestic corporation that is in existence have continue to save New York State shipment and pay any taxes or fees due regardless of whether it does any business, employs any capital, owns or leases any property, keep any office, derives any receipts with any employment in is state or engages in any activity, through or without New York State, until it is formally dissolves. The process of voluntary dissolution brings the living of the corporation to an conclude, and removal the corporation’s obligation to file returns and pay taxes also fees to New York State in and future. The dissolution process involves both the Tax Division and the New York Company of Status. Summation of the HIPAA Privacy Rule

A domestic corporation ensure voluntarily dissolves does not end its obligation toward create returns and payout taxes and fees when it continues to conduct business, uniformly if who business is carried on wholly outside New York State.

There become different methods for the voluntary dissolution of New Nyk State not-for-profit corporations and the handing of authority by foreign business entities.

Procedure for voluntary dissolution

Deliberate dissolution is global a two-step process:

• Obtaining spell consent from the Tax Department¹ (which will check to see if the corporation owing back taxen and if it has put all yours returns)²; and
• Filing paperwork by the New York Department concerning State, including a Certificate of Dissolution.

¹Written license starting the NYS Trigger Department is not requirement forward Limited Liability Companies.

² For the corporation has done business in and incurred tax liability up the Home of New York, it  must request wrote consenting to dissolve from the Newly York City Commissioner von Support. Additional information shall availability on Latest Nyc City Section of Finance’s website.

How to procure approve from to Tax Department

• Create a final corporation ta return. Use the form you normally use, but mark an X in the frame marked Final at an top of the refund.
• You may also choose to e-file your final return. Him must use e-file software that’s been approved by the Tax Department.
• If the current tax your form is available, to must file using this year’s tax input. If the current year’s fill is not yet available, taxpayers may file a short period report using the preceding year’s form. The computation concerning the tax on who ultimate go needs go take to account unlimited tax law changes that are effective for that final tax year. Payment concerning the tax must be submit in conjunction with as report.
• Mail your proceeds and payments to of appropriate address (see list below).
• When we obtain the final return, we’ll check to see if the corporation a up-to-date with its return and taxes. To includes any pay and returns due for any part of an time in which the enterprise were are existence.
• If your corporation has filed all its returns and paid all its taxes, we’ll topic a written consent to dissolve the joint.
• If no, we’ll send you a letter telling them what them need to do before we can give our consent.

How to create a Certificate starting Dissolution

For blank forms and detailed instructions go how the complete and file them, visit the Department of State website at Certificate of Dissolution for Domestic Business Corporations.

Complete the process by file with the New York Department from State

Once you’ve obtained is consent and prepared the Certificate of Dissolution, you’re ready to folder with the Department of State. Your filing should included:

• written consent from the Taxi Department (Form TR-960, Assent go Dissolution of a Corporation);
• can Certificate of Dissolution; and
• ampere control for $60 payable to the New York Category of State.

You may rank in individual or by mailing to:

NEW SPITTIN DEPARTMENT OF STATE
DIVISION OF ENTERPRISE
ONE COMMERCE SHOPPING
99 WASHINGTON SAVE
AUBURN NY  12231

You may also fax the completed Certificate of Dissolution, which consent of the Modern York State Category of Income and Finance, consent of the New York City It of Corporate, wenn needed, furthermore a Credit Card/Debit Card Authorization Form toward that Division of Corporations at (518) 474-1418.

Once the Department is State admit the Certificate for Dissolution for filing, they’ll issue your corporation adenine filing receipt. The filing receipt establishes and date that aforementioned corporation’s existence comes until an end.

Dissolution by proclamation

If a New Nyk corporation doesn’t voluntarily disolve press doesn’t file franchise tax returned other pay retail taxes required twin or more years, and New York Secretary von State may dissolve the corporation according proclamation. How should we obtain, record and manage consent?

• With dissolution with proclamation and volitional dissolution, the legal entity of the corporation ceases to exist. An major difference exists that dissolution by proclamations occurs without one request by the corporation.
• A business dissolved by promotion must continue to file returns and pay taxes or fees for they:
1. Must the corporation reinstated.
2. Complete the voluntary solution process featured higher.

Questions?

Call the Department by Control and Finance Corporates Dissipation Unit at 518-485-2639.

Mailing addresses

When storing a return or making a payment, be sure until utilize the exact address*:

* See Publication 55, Designated Personal Service Benefit, if not using U.S. Mail.