
Dan Brecher
Counsel
212-286-0747 dbrecher@sh-law.comFirm Insights
Author: Dan Brecher
Date: February 13, 2014
Counsel
212-286-0747 dbrecher@sh-law.comThrough the process of voluntary dissolution, the corporation ceases to exist, as does the obligation to pay future taxes and fees to New York State. The official corporate transaction also protects your New York Corporation from future liability by putting creditors on notice that the corporation can no longer incur business debts.
Given the significance, it is imperative to take the right steps to properly dissolve the company. Under New York law, voluntary dissolution is a multi-step process, involving both the Department of Taxation and Finance and the Department of State.
Formally agree to close the business: The first step to dissolving the corporation is to conduct a shareholder vote or other procedure outlined in your articles of incorporation or corporate by-laws. The process should be recorded in writing, such as a formal resolution.
Obtain consent from the Department of Taxation and Finance: You will next need to prepare a final tax return and file it with the state. If the corporation is current with its returns and taxes, the Tax Department will issue a written consent to dissolve the corporation. If there are any outstanding issues, you will receive a letter outlining the required steps you must take to resolve them.
Create and file a Certificate of Dissolution with the Department of State: The next step is to complete a Certificate of Dissolution. The Department of State provides the proper form on its website. You will need to provide the official name of the corporation, the date of incorporation, the name and address of each officer/director, and the manner in which the dissolution was authorized, You will also need to attach a copy of Consent of the New York State Department of Taxation and Finance. The fee for filing the Certificate of Dissolution is $60, and the paperwork may be delivered via mail, fax, or in person.
Terminate any out-of-state registrations: If your corporation was qualified to do business outside of New York, you will also need to file the appropriate paperwork in those jurisdictions. If you fail to do so, you may continue to incur taxes and other fees. Most states provide the necessary forms on their websites, under the names application of withdrawal, certificate of termination of existence, termination of registration, or certificate of surrender of right to transact business.
Because corporate dissolution can be paperwork intensive and time-consuming, many corporations seek the assistance of outside professionals, such as accountants and business attorneys, who are familiar with the process. This helps ensure that all of the required steps are completed to officially dissolve the corporation and avoid any unforeseen future liability.
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Corporate transactions can have significant implications for a corporation and its stakeholders. For deals to be successful, companies must act strategically to maximize value and minimize risk. It is also important to fully understand the legal and financial ramifications of corporate transactions, both in the near and long term. Understanding Corporate Transactions The term “corporate […]
Author: Dan Brecher
Ongoing economic uncertainty is forcing many companies to make tough decisions, which includes lowering staff levels. The legal landscape on both the state and federal level also continues to evolve, especially with significant changes to the priorities of the Equal Employment Opportunity Commission (“EEOC”) under the Trump Administration. Terminating an employee is one of the […]
Author: Angela A. Turiano
While filing annual reports may seem like a nuisance, failing to do so can have significant ramifications. These include fines, reputational harm, and interruption of your business operations. In basic terms, “admin dissolution for annual report” means that a company is dissolved by the government. This happens because it failed to submit its annual report […]
Author: Dan Brecher
Antitrust laws are designed to ensure that businesses compete fairly. There are three federal antitrust laws that businesses must navigate. These include the Sherman Act, the Federal Trade Commission Act, and the Clayton Act. States also have their own antitrust regimes. These may vary from federal regulations. Understanding antitrust litigation helps businesses navigate these complex […]
Author: Robert E. Levy
If you’re considering closing your business, it’s crucial to understand that simply shutting your doors does not end your legal obligations. Unless you formally dissolve your business, it continues to exist in the eyes of the law—leaving you exposed to ongoing liabilities such as taxes, compliance violations, and potential lawsuits. Dissolving a business can seem […]
Author: Christopher D. Warren
Contrary to what many people think, corporate restructuring isn’t all doom and gloom. Revamping a company’s organizational structure, corporate hierarchy, or operations procedures can help keep your business competitive. This is particularly true during challenging times. Corporate restructuring plays a critical role in modern business strategy. It helps companies adapt quickly to market changes. Following […]
Author: Dan Brecher
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!