New York Articles of Dissolution

Introduction

Key Things to Know

1. 1

   A New York Certificate of Dissolution, form DOS-1337-f (Rev. 03/17), is the filing that ends the existence of a domestic for-profit business corporation organized under the Business Corporation Law. New York publishes no articles of dissolution for a corporation; that title belongs to the separate filing a domestic limited liability company makes.

2. 2

   Consent of the New York State Department of Taxation and Finance must be physically attached to the certificate. Business Corporation Law Section 1004(a) tells the Department of State it shall not file the certificate without it, so this is a hard bar on the filing office rather than advice to the filer. The consent document is Form TR-960.

3. 3

   A corporation that has done business in and incurred liability for a City tax or charge in New York City needs a second consent, from the Commissioner of Finance of the City of New York, attached as well (Section 1004(b)). Requests go to the Department of Finance Collections Division, Vendor and Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038.

4. 4

   The fee is $60, and four Department of State and legislative sources agree on it: the dissolution instruction page, the fee schedule row for Dissolution, Note 5 on the form, and Section 104-A(k), which reads sixty dollars. Send the certificate with consents attached and the fee to the Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, or fax it to 518-474-1418 with a card authorization form. No online filing channel is published for this filing.

5. 5

   Authorization runs through the shareholders under Section 1001, and the threshold has two branches. A majority of the votes of all outstanding shares entitled to vote applies where the certificate of incorporation expressly provides it or where the corporation was incorporated after the effective date of Section 1001(b); two-thirds applies to other corporations. Unanimous written consent without a meeting is the third option the form accepts.

6. 6

   Notice to creditors is elective in New York, not a precondition. Section 1007(a) says the corporation may give a notice, and only at any time after dissolution. If it elects to, the claim deadline must fall at least six months after first publication, the notice runs once a week for two successive weeks in a newspaper in the county of the corporate office, and a copy goes by mail to every creditor known or ascertainable with due diligence.

7. 7

   Winding up is not elective. Section 1005(a) permits no business except winding up, and bars any distribution to shareholders until liabilities are paid or adequately provided for. Anything owed to a shareholder or creditor who cannot be found goes to the State Comptroller as abandoned property within six months of the date set for the final liquidating distribution (Section 1005(c)).

New York Requirements for Articles of Dissolution

• Tax Department Consent on Form TR-960, Attached

  Business Corporation Law Section 1004(a) provides that the department shall not file such certificate unless the consent of the state department of taxation and finance to the dissolution is attached thereto. The consent is Form TR-960. Request it from the Corporation Tax Dissolution Unit at (518) 485-2639 or by fax to (518) 435-2995.

• Second Consent From the New York City Commissioner of Finance

  Section 1004(b) adds a second filing bar for a corporation that has done business in and incurred liability for a tax or charge of the City of New York: that consent must also be attached. Requests go to the Department of Finance, Collections Division, Vendor and Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038.

• All Returns Filed and All Liabilities Paid First

  The Tax Department issues the consent only where the corporation has filed all its returns and paid all its taxes; otherwise it sends a letter listing what is outstanding. File the final return on the form the corporation normally uses, the CT-3 series, with an X in the Final box. A combined-group member other than the designated agent uses Form CT-3-A/BC.

• Form DOS-1337-f, Not Articles of Dissolution

  The instrument is a Certificate of Dissolution under Section 1003, published as form DOS-1337-f (Rev. 03/17) and captioned Under Section 1003 of the Business Corporation Law. Articles of Dissolution in New York is the domestic limited liability company filing, a different form for a different entity type.

• Sixty Dollar Fee, Albany Filing, No Online Channel

  Section 104-A(k) sets sixty dollars for filing a certificate of dissolution, and the Department of State fee schedule and the form both print $60. File by mail or in person at the Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, or by fax to 518-474-1418 with a card authorization form. Checks over $500 must be certified.

• Majority or Two-Thirds of All Outstanding Shares

  Section 1001(a) sets two branches. A majority of the votes of all outstanding shares entitled to vote applies where the certificate of incorporation expressly provides it or the corporation was incorporated after the effective date of Section 1001(b); two-thirds applies to other corporations. Unanimous written consent without a meeting is the third route the form accepts.

• Creditor Notice Is Elective, With a Six-Month Floor

  Section 1007(a) says the corporation may give a notice to creditors and claimants, at any time after dissolution. It is not a filing precondition. If elected, the stated claim deadline must be at least six months after first publication, the notice runs once a week for two successive weeks in a county newspaper of general circulation, and a copy is mailed to each known or diligently ascertainable creditor.

• Mandatory Wind-Up and Abandoned Property to the Comptroller

  Section 1005(a) permits no business except winding up and bars distribution to shareholders until liabilities are paid or adequately provided for. Section 1005(c) sends anything distributable to a shareholder or creditor who is unknown or cannot be found to the State Comptroller as abandoned property within six months of the date fixed for the final liquidating distribution.