Certificate of Dissolution for Domestic Business Corporations

A business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law.

• Complete and file the Certificate of Dissolution with the Department of State.

• The completed Certificate of Dissolution, together with the required consent attached, and the statutory filing fee of $60 should be forwarded to:
  • New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

• Please Note: The Certificate of Dissolution requires the consent of the New York State Department of Taxation and Finance. The telephone number, fax number, and address where you can call or write to request the consent is as follows:
  • New York State Tax Department, Corporation Tax Dissolution Unit, Building 8, Room 538, W. A. Harriman Campus, Albany, NY 12227
  • Telephone number: (518) 485-2639; Fax number: (518) 435-2995
  • Instructions for voluntary dissolution of a New York corporation

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

• 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, 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.
• 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, 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:
    • Call the automated processing system to request at (518) 485-2639; or
    • Fax a written request to (518) 435-2995

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:
  •  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 with New York City Department of Finance.

New York Department of State Filing Receipt

• The 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.

$60 filing fee for Certificate of Dissolution.

All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.

• To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
• Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail.  All checks over $500 must be certified.

• Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.

• The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form.
  • The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
  • The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested.
  • The envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.

• The name of the corporation and its date of incorporation provided on this certificate must exactly match the records of the Department of State. This information should be verified on the Department of State’s website.
• When the Corporation will be Dissolved
  • The 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.