Instructions to obtain consent for surrender of authority by a foreign business corporation

A foreign corporation (incorporated outside of New York State) is liable for franchise taxes during the period in which it is doing business, employing capital, owning or leasing property, maintaining an office, or deriving receipts from activity in New York State.

Procedure for surrender of authority

A foreign corporation that is no longer subject to tax in New York State and wishes to surrender its authority to do business in New York State must:

1. Obtain consent from the New York State Tax Department.
2. Create a Certificate of Surrender of Authority.
3. File the paperwork with the New York State Department of State, including the Certificate of Surrender of Authority.

1. Obtain written consent from the Tax Department.

1. Verify the corporation is in good standing.
   1. Log in to your Business Online Services account.
   2. Select Bills to verify there are no tax bills or open assessments. If there are, pay all the outstanding tax liabilities listed.
   3. Select Tax type, then Filings and payments to verify the corporation has filed all tax returns, including any taxes and returns due for any part of the year in which the corporation was in existence. File any outstanding tax returns listed.
2. File a final corporation tax return.
   • Use the current-year tax form you normally use, and mark an X in the box marked Final Return at the top of the return. If the current-year form is not available, you may file a short-period return using the prior-year form.
   • You must account for any tax law changes that are effective for the final tax year.
   • You must include payment for any tax owed with the final return.
   • If you are a member (other than the designated agent) of a combined group wishing to surrender its authority, you must use Form CT-3-A/BC for the final return.
3. File Form TR-193.1, Affidavit for Surrender of Authority for Foreign Corporations, for all tax periods you were not subject to tax on or after January 1, 2015. Fax the completed form to 518-435-2995.

If you don’t send us the appropriate forms, fees, returns, or tax payments, we cannot consent.

We will send you written consent after the corporation is up to date with all appropriate forms, fees, and tax payments. 

2. Create a Certificate of Surrender of Authority.

For blank forms and detailed instructions on how to complete and file them, visit the New York State Department of State website at Certificate of Surrender of Authority for Foreign Business Corporations.

Be sure to include all of the information required by New York Business Corporation Law § 1310.

3. File the paperwork with New York State Department of State.

Send the following information to the Department of State. Do not send the information to the Tax Department.

• Tax Department consent
• Certificate of Authority
• $60 filing fee, payable to NYS Department of State

The Department of State will provide you with the filing date when the process is complete.

Questions?

Call the Tax Department's Corporate Dissolution Unit.    

Mailing addresses

When filing a return or making a payment, be sure to use the correct address*:

* See Publication 55, Designated Private Delivery Services, if not using U.S. Mail.