The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law with the New York Department of State.
Instructions for Completing the Certificate of Dissolution Form
All entries and signatures should be typewritten or printed in black ink on white paper. Avoid small or light type or outline or condensed fonts.
Paragraph First - Name of Corporation
1. Enter the exact current name of the corporation on the line in:
- the certificate’s title (top of first page);
- Paragraph First;
- the title of the certificate on the last page of the form.
The exact name of the corporation may be found on the New York Department of State’s website at www.dos.ny.gov, or by writing or calling the New York Department of State at (518) 473-2492. The exact name of the corporation can also be found on the New York Department of State Filing Receipt for the corporation’s Certificate of Incorporation or for a Certificate of Amendment filed to change the name of the corporation, or on copies of such certificates.
The name of the corporation must be exactly the same in all three places, including punctuation, spacing, etc. Do not abbreviate or make other changes to the name.
2. If the name of the corporation has been changed, the Certificate of Dissolution must include the original name of the corporation on the line provided. The name must appear exactly as it appears in the original certificate of incorporation.
Paragraph Second - Date of Incorporation
Provide the exact date (month, day and year) that the certificate of incorporation was filed by the New York Department of State.
The exact date of incorporation may be found on the New York Department of State’s website at www.dos.ny.gov, or by writing or calling the New York Department of State at (518) 473-2492. The exact date of incorporation can also be found on the New York Department of State Filing Receipt issued by the New York Department of State when the corporation was formed.
Paragraph Third - Names and Addresses of Officers and Directors
Provide the name and address of each officer and director of the corporation.
Paragraph Fourth - Manner of Authorization
The Certificate of Dissolution must include the manner in which the dissolution was authorized. This form includes three common methods of authorization. If one of these methods is applicable to your corporation, check the appropriate statement. Do not use this form if the dissolution was authorized by an alternative manner. In all cases, review Business Corporation Law sections 1001 and 1002 to determine the correct manner of authorization of dissolution.
Paragraph Fifth- Election to Dissolve
The Certificate of Dissolution contains a statement that the corporation elects to dissolve. Do not modify this paragraph. Do not indicate an effective date of dissolution.
Signing the Certificate of Dissolution
The Certificate of Dissolution must be signed by an officer, director or authorized person of the corporation. The signer’s name and title must be typed or printed. The Certificate of Dissolution may also be signed by an attorney-in-fact for an individual authorized to sign the certificate. If the Certificate of Dissolution is signed by an attorney-in-fact, include the name and title of the person on whose behalf the attorney-in-fact is acting.
Backer (last page)
1. Enter the exact name of the corporation in the certificate’s title on the last page.
2. Enter the name and address of the filer of the Certificate of Dissolution.
Attach Consent of the New York State Department of Taxation and Finance
Written consent of the New York State Department of Taxation and Finance must be attached to the Certificate of Dissolution when it is submitted to the New York Department of State for filing.
To request consent for dissolution:
1. Call the automated processing system to request at (518) 485-2639; or
2. Fax a written request to (518) 435-2997; or
3. Mail a written request to:
New York State Department of Taxation and Finance,
Corporation Tax Dissolution Unit, Building 8, Room 958
W.A. Harriman Campus, Albany, N.Y. 12227
Do not mail the Certificate of Dissolution and $60 filing fee to the New York State Department of Taxation and Finance.
Additional information may be found on the New York State Department of Taxation and Finance’s website at www.tax.ny.gov.
Consent of the New York City Commissioner of Finance
Consent of the New York City Commissioner of Finance must be attached to the Certificate of Dissolution if the corporation has done business in and incurred tax liability to the City of New York.
To obtain consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038.
Additional information is available on the New York City Department of Finance’s website at: http://www.nyc.gov/html/dof/html/business/collection_notices.shtml
The fee for filing the Certificate of Dissolution is $60. The fee may be paid by cash, check, money order, MasterCard, Visa or American Express. Checks and money orders should be made payable to the “New York Department of State.” Please do not send cash through the mail.
Filing the Certificate of Dissolution
Payment by Credit Card/Debit Card
The New York Department of State accepts MasterCard, Visa and American Express for the payment of fees. Complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your Certificate of Dissolution.
The Division of Corporations offers optional expedited processing of documents. For an additional, non-refundable fee, the Division of Corporations will process a document within the following time frames:
1. within 2 hours for an additional fee of $150
2. the same day for an additional fee of $75
3. within 24 hours for an additional fee of $25
The additional, non-refundable fee for expedited processing must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form. Documents submitted through the mail must be marked with the notation “Expedited Handling” and must specifically indicate the level of service requested.
When the Corporation will be DissolvedThe corporation will be dissolved and its existence ended on the date the Certificate of Dissolution is filed by the New York Department of State. The Business Corporation Law does not permit the effective date of dissolution to be other than the date of filing of the Certificate of Dissolution by the New York Department of State.
New York Department of State Filing ReceiptThe New York Department of State issues an official filing receipt to the filer of the Certificate of Dissolution. The filing receipt indicates the date of filing, the name of the corporation and an accounting of the fees paid. Filers should verify that this information is correct. The filing receipt is proof of filing. The New York Department of State does not issue duplicate filing receipts to replace those lost or destroyed.
Contacting the Division of Corporations
If you require technical advice or have any questions regarding the filing of your Certificate of Dissolution please contact the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The telephone number of the Division of Corporations is (518) 473-2492. E-mail.