Close or end a business

If you are closing your New York business or if your out-of-state company will no longer conduct business in New York, follow this checklist to comply with New York State tax law.

  What to do: Additional information:
Checkbox  File a final business tax return(s) appropriate to your type of business and pay all outstanding taxes and fees.

If you need an updated balance of your outstanding liabilities, call the Collections & Civil Enforcement Division.
Checkbox  File a final Form NYS-45, Quarterly Combined Withholding, Wage Reporting and Unemployment Insurance Return, if you had employees and have ceased paying wages.

Note: Be sure to provide us with the date you ceased paying wages (line 23), as well as information on whether or not you sold all or part of your business.

Contact the New York State Department of Labor regarding a change in your unemployment insurance. Your final NYS-45 return is due within 30 days of the date you ceased paying wages.
Your final NYS-45 return is due within 30 days of the date you ceased paying wages.

If you have questions call the Withholding Tax Information Center.
Checkbox  File a final sales tax return if you're registered for sales tax purposes and mail us your Certificate of Authority.

See: TB-ST-265, Filing a Final Sales Tax Return;
 
TB-ST-25, Amending or Surrendering a Certificate of Authority

If you have questions, call the Sales Tax Information Center

Checkbox  If you plan to sell or transfer the assets of your business, give each prospective buyer a copy of Form TP-153, Notice to Prospective Purchasers of a Business or Business Assets. This document advises buyers of the requirement to notify us of the purchase.
Checkbox  If you have a Certificate of Registration or any other license or certificate, surrender these documents.  
Checkbox 

Corporations: Once you have filed all outstanding returns (including your final return) and paid all taxes, the department will issue its consent to allow voluntarily dissolution of your New York corporation, or surrendering your authority to do business in New York (if you are an out-of-state corporation registered with NYS Department of State).  The New York City Department of Finance has a separate consent requirement for any corporation that has done business or incurred City tax liability. See their Request for Dissolution form.

New York corporations:
TR-125, Voluntary Dissolution of a New York Corporation

Out-of-state corporations:
TR-199, Surrender of Authority – Foreign corporations

If you have questions, call the Corporation Tax Information Center.
 
See our FAQs or visit the New York State Department of State Web site for additional information.
Checkbox  If your business owns or leases real property, you should determine if you owe real estate transfer tax. See Form TP-584, New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate. This tax is due upon the direct transfer of the property or a transfer or acquisition of a controlling interest in a business.
Checkbox  Finally, go to the IRS closing a business checklist and be sure that you take the necessary steps listed.
Updated: January 22, 2013