Instructions for voluntary dissolution of a New York corporation (TR-125)
If you are a corporation that wishes to dissolve prior to the close of a tax year that, for federal income tax purposes, begins on or after January 1, 2015, and before December 31, 2015, see the Corporate dissolutions section of TSB-M-15(2)C, Transitional Filing Provisions for Taxpayers Affected By Corporate Tax Reform Legislation. You must file your return on the proper year’s form. The TSB-M explains what to do if the form is not yet available. When a form is available for the tax year in which you are trying to dissolve, you must use that tax year’s form.
For all other situations, including corporations wishing to dissolve after December 31, 2015, please see below.
A New York State business corporation may voluntarily dissolve. By doing so, the corporation ends its obligation to pay future taxes and fees to New York State. The dissolution process involves both the Tax Department and the New York Department of State.
The procedures for Voluntary dissolution of New York State not-for-profit corporations are different.
New York business corporations must pay franchise and other taxes to New York State. The corporation pays the taxes in exchange for the privilege of exercising its corporate franchise, doing business, employing capital, owning or leasing property, or maintaining an office in the state.
When a New York business corporation decides it will no longer conduct business in New York, it will want to be sure that it ends its obligation to pay state taxes and fees. The process of voluntary dissolution:
- brings the existence of the corporation to an end; and
- ends the corporation’s obligation to pay future state taxes and fees to New York State.
Dissolution by proclamation
If a New York corporation doesn’t voluntarily dissolve and doesn’t file franchise tax returns or pay franchise taxes for two or more years, the New York Secretary of State may dissolve the corporation by proclamation.
- With dissolution by proclamation and voluntary dissolution, the legal entity of the corporation ceases to exist. The important difference is that dissolution by proclamation occurs without a request by the corporation.
- A corporation dissolved by proclamation must continue to file returns and pay taxes or fees until they:
- Have the corporation reinstated
- Complete the voluntary dissolution process described below
Procedure for voluntary dissolution
Voluntary dissolution is a two-step process:
- Obtaining written consent from the Tax Department (which will check to see if the corporation owes back taxes and if it has filed all its returns); and
- Filing paperwork with the New York Department of State, including a Certificate of Dissolution.
- How to get consent from the Tax Department:
- File a final corporation tax return. Use the form you normally use, but mark an X in the box marked Final at the top of the return.
- You may also choose to e-file your final return. You must use e-file software that’s been approved by the Tax Department.
- If the current tax year form is not yet available, you should not file on a form for a prior tax year. Instead, you must make a payment of the corporation’s final tax due. The payment should be estimated based on the corporation’s final estimated tax liability, and submitted in conjunction with Form TR-193, Affidavit for Corporate Dissolutions for Domestic Corporations. If you choose to draft your own affidavit, it must include the following:
- The calculation, in detail, of the final tax due;
- A statement affirming that the corporation is required to file a final return no later than 30 days after the current tax year’s form has been made available;
- The “as of” date you wish to dissolve;
- A statement acknowledging that the corporation must satisfy all open liability periods prior to consent being issued;
- The signature of an officer of the corporation, and
- The affidavit must be notarized
- Mail your returns or affidavit and payments to the appropriate address (see list below).
- When we receive the final return, we’ll check to see if the corporation is up-to-date with its returns and taxes. This includes any taxes and returns due for any part of a year in which the corporation was in existence.
- If your corporation has filed all its returns and paid all its taxes, we’ll issue a written consent to dissolve the corporation.
- If not, we’ll send you a letter telling you what you need to do before we can give our consent.
- The Department of State has blank certificates, as well as detailed instructions on how to complete and file them.
Once you’ve obtained our consent and prepared the Certificate of Dissolution, you’re ready to file with the Department of State. Your filing must include:
- two copies of the written consent from the Tax Department;
- one Certificate of Dissolution; and
- a check for $60 payable to the New York Department of State.
You may file in person or by mailing to:
NEW YORK DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
ONE COMMERCE PLAZA
99 WASHINGTON AVE
ALBANY NY 12231
Once the Department of State accepts the Certificate of Dissolution for filing, they’ll issue your corporation a filing receipt. The filing receipt establishes the date that the corporation’s existence comes to an end.
Call the Department of Taxation and Finance Corporate Dissolution Unit.
When filing a return or making a payment, be sure to use the correct address*:
Form CT-3, CT-3-A, CT-3-M, CT-4**
NYS TAX DEPARTMENT
PO BOX 15182
ALBANY NY 12212-5182
NYS ASSESSMENTS RECEIVABLE
PO BOX 4127
BINGHAMTON NY 13902-4127
NYS TAX DEPARTMENT
CORP TAX DISSOLUTION UNIT
W A HARRIMAN CAMPUS
ALBANY NY 12227-0852
* See Publication 55, Designated Private Delivery Services, if not using U.S. Mail.
** Form CT-4, General Business Corporation Franchise Tax Return Short Form, has been discontinued for tax years beginning on or after January 1, 2015. For more information, see the 2015 transitional filing provisions for Article 9-A franchise tax filers section on page 2 of TSB-M-15(2)C.