Certificate of Dissolution for Domestic Not-for-Profit Corporations

A not-for-profit corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Not-for-Profit Corporation Law. Please review the statute to determine whether any consents or approvals are required.

• Complete and file a Certificate of Dissolution with the Department of State.
• Please review Sections 1002 and 1003 of the Not-for-Profit Corporation Law to determine whether any consents or approvals are required.
• Certificates of dissolution for all charitable corporations, as well as any other corporation that holds assets that are legally required for a particular purpose, require the approval of the Attorney General.  You may contact the Attorney General at the Department of Law, Charities Bureau, 120 Broadway, New York, NY 10271.
  • Please note that the Attorney General’s website also provides instructions for the dissolution of a not-for-profit corporation. 
• 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 Department of Taxation and Finance Corporation Tax Dissolution Unit Building 8, Room 958 W. A. Harriman Campus, Albany, NY 12227
  • Telephone number (518) 485-2639
  • Fax number (518) 435-2995
• Consent of the New York City Department 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 under Chapters 6-8, 10-15, 21, 24-25 or 27 of Title 11 of the Administrative Code of 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.
• The completed Certificate of Dissolution, together with the required consents and/or approvals attached, and the statutory filing fee of $30 should be forwarded to:
  • New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

$30 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.