Instructions for reinstatement following dissolution or annulment (TR-194.1)
Read the instructions below to learn:
- how a New York corporation can be reinstated after it has been dissolved by proclamation; and
- how a foreign corporation can be reinstated after its authority to do business in New York has been annulled by proclamation.
Corporations that have been delinquent in filing returns or paying taxes or fees for two consecutive years may be subject to sanctions imposed by the New York Secretary of State.
- New York State corporations may be dissolved by proclamation.
- Corporations that have been formed under the laws of another state or country (foreign corporations) may have their authority to do business in New York State annulled by proclamation.
A corporation may regain its ability to do business in New York State through the reinstatement process.
- New York Tax Law sets the requirements for reinstatement of New York State corporations (section 203-a) and foreign corporations (section 203-b).
- Once the corporation is reinstated, it re-acquires the same powers, rights, and obligations it had before it was dissolved by proclamation or had its authority to do business annulled.
Procedure for reinstatement
- To start the reinstatement process, call the Tax Department's Corporate Dissolution Unit.
- Check to see if the corporation has filed all returns and paid all applicable taxes and fees.
- File any outstanding returns and include payment for any taxes due, whether current or delinquent.
- Be sure to calculate and pay any applicable penalty or interest.
- Mail your returns and payments to the appropriate address (see the list below).
- Be sure to write a separate check for each return.
- Once the corporation is up to date with its returns and payments, we'll send you a written consent.
- File with the Department of State - Once you have obtained our consent to reinstatement, file all of the following with the New York Department of State:
- the written consent along with the Certificate of Payment of Taxes that you received from the Tax Department, and
- the filing fee, by check or money order payable in U.S. funds to the New York Department of State. In most instances, the filing fee is $55. To calculate your filing fee, go to the Department of State's website.
- Name change
- Be sure to check with the Department of State to see if the original name of your corporation is still available. You can do this online or by calling General Information, Corporations.
- If you changed the name of your corporation, you must also file a Certificate of Amendment with the Department of State.
- Wait for the Department of State to process your paperwork. (The Department of State will contact you when they have completed the process.)
Call our 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
* 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.