Scarinci Hollenbeck, LLC, LLCScarinci Hollenbeck, LLC, LLC

Firm Insights

New York Corporation Dissolving? Here's What You Need To Know

Author: Dan Brecher

Date: February 13, 2014

Key Contacts

Back

As they say, all good things must come to an end. Whether you plan to retire, start a new venture, or simply sell your business, it is imperative to give your New York corporation a proper farewell.

Through 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.

Below is a brief summary of the requirements:

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.

Scarinci Hollenbeck, LLC, LLC

Related Posts

See all
Short Form Merger: Streamlining the Process for Businesses post image

Short Form Merger: Streamlining the Process for Businesses

Merging two companies is a complex legal and business transaction. A short form merger, in which an acquiring company merges with a subsidiary corporation, offers a more streamlined process. However, like all M&A transactions, it is important to understand the legal nuances and proper due diligence in mergers and acquisitions. What Is a Short Form […]

Author: Dan Brecher

Link to post with title - "Short Form Merger: Streamlining the Process for Businesses"
Tariff Response Options for Small Businesses Facing Financial Distress post image

Tariff Response Options for Small Businesses Facing Financial Distress

The Trump Administration’s new tariffs are having an oversized impact on small businesses, which already tend to operate on razor thin margins. Many businesses have been forced to raise prices, find new suppliers, lay off staff, and delay growth plans. For businesses facing even more dire financial circumstances, there are additional tariff response options, including […]

Author: Brian D. Spector

Link to post with title - "Tariff Response Options for Small Businesses Facing Financial Distress"
Common Causes of Partnership Disputes and How to Resolve Them post image

Common Causes of Partnership Disputes and How to Resolve Them

Business partnerships, much like marriages, function exceptionally well when partners are aligned but can become challenging when disagreements arise. Partnership disputes often stem from conflicts over business strategy, financial management, and unclear role definitions among partners. Understanding Business Partnership Conflicts Partnership conflicts place significant stress on businesses, making proactive measures essential. Partnerships should establish detailed […]

Author: Christopher D. Warren

Link to post with title - "Common Causes of Partnership Disputes and How to Resolve Them"
President Trump's Termination of Member Gwynne Wilcox post image

President Trump's Termination of Member Gwynne Wilcox

On January 28, 2025, the Trump Administration terminated Gwynne Wilcox from her position as a Member of the National Labor Relations Board (NLRB or the Board). Gwynne Wilcox, a union side lawyer for Levy Ratner, was confirmed to the Board for an original term in 2021 and confirmed again for a successive five-year term expiring […]

Author: Matthew F. Mimnaugh

Link to post with title - "President Trump's Termination of Member Gwynne Wilcox"

No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.

Sign up to get the latest from our attorneys!

Explore What Matters Most to You.

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!

* The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.

Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!