How to Dissolve a New York Corporation

3 Oct 2020

If you no longer want to conduct business through your LLC or Corp, you should officially dissolve it. Note that the process of terminating a New York corporation ends the company’s existence and obligation to pay taxes or complete any filings to the IRS and the state. Keep in mind that failure to dissolve your company in a timely fashion may result in both tax penalties and liabilities. You may even face legal trouble.

Follow these simple steps to dissolve an LLC or Corp in New York.

1.     File the Certificate of Dissolution

Once you get your written consent from the Tax Department, you will have to file the Certificate of Dissolution with the New York Department of State once your board has formally reached a resolution.

Note that this form requires all the following information:

  • The date you filed the certificate of incorporation with the Department of State
  • The name of your corporation
  • The address and name of each director or officer of the corporation
  • The method of dissolution
  • An affirmation that your corporation has elected to dissolve
  • Authorized representative’s signature
  • Applicant’s name and mailing address

2.     Close Your Corporation’s Tax Accounts

Keep in mind that all active New York LLCs and Corps have various tax accounts. These accounts are maintained by multiple departments within the New York State government. You have to first pay off all taxes or tax fines that you owe to these accounts before dissolving your business entity.

Some common taxes that your business might owe to the government include:

  • New York Franchise Tax
  • Payroll tax
  • Sales tax
  • Industry-specific taxes

Note that closing your tax accounts often involves filing a final return with the suitable agency.

3. Cancel your EIN Number.

You can close your business account with the IRS by sending them a letter that includes the full legal name of your entity, the EIN, the entity’s business address as well as the reason you want to close the account. If you need some assistance in closing tax accounts, you can hire a CPA (Certified Public Accountant). For federal tax purposes, be sure to check the “final return” box on your IRS Form 1065 or 1120 when you file your final federal tax return.

4.     Send Notices to Creditors and Other Parties

Another key task is to give notice to your creditors and any other claimants regarding the dissolution of your corporation. While giving notice is optional, note that doing so will likely help restrict your liability and allow you to easily make final distributions to your shareholders.

Contact us to save yourself and your business from the difficult tax situations and have peace of mind!
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