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When a corporation registered in New York decides to terminate its existence, a formal procedure is initiated, culminating in the submission of the Certificate of Dissolution to the New York State Department of State. This pivotal document, mandated under Section 1003 of the Business Corporation Law, sets into motion the dissolution process, signaling the end of the corporation's legal ability to conduct business. Required elements include the official corporate name, any previous names under which it was formed, the initial filing date of the certificate of incorporation, and detailed information on the corporation's officers and directors. Crucially, the dissolution process hinges on the authorization mode, which can be through a shareholders' meeting with a two-thirds majority, a simple majority, or the unanimous written consent of all shareholders. The form also demands the inclusion of the corporation’s decision to dissolve, alongside the signature and title of the authorizing officer or director. This step is accompanied by specific filing instructions, underscored by the necessity of including consent from both the New York State Department of Taxation and Finance and, if applicable, the New York City Department of Finance. A filing fee accompanies this certification, underscoring the financial aspect of concluding corporate affairs within the state. Thus, this Certificate of Dissolution embodies the formal conclusion of a corporation's legal life in New York, encompassing both procedural rigor and statutory compliance in its execution.

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New York State

Department of State

DIVISION OF CORPORATIONS,

STATE RECORDS AND

UNIFORM COMMERCIAL CODE

One Commerce Plaza

99 Washington Ave.

Albany, NY 12231-0001

www.dos.ny.gov

CERTIFICATE OF DISSOLUTION

OF

(Insert Name of Corporation)

Under Section 1003 of the Business Corporation Law

FIRST: The name of the corporation is:

.

If the name of the corporation has been changed, the name under which it was formed is:

.

SECOND: The certificate of incorporation was filed with the Department of State on:

.

THIRD: The name and address of each officer and director of the corporation is:

.

FOURTH: (Check the statement that applies)

The dissolution was authorized at a meeting of shareholders by two-thirds of the votes of all outstanding shares entitled to vote.

The dissolution was authorized at a meeting of shareholders by a majority of the votes of all outstanding shares entitled to vote.

The dissolution was authorized by the unanimous written consent of the holders of all outstanding shares entitled to vote without a meeting.

DOS-1337-f (Rev. 03/17)

Page 1 of 2

FIFTH: The corporation elects to dissolve.

X

(Signature)

 

 

(Print or Type Name of Signer)

 

 

 

 

(Print or Type Title of Signer)

CERTIFICATE OF DISSOLUTION

OF

(Insert Name of Corporation)

Under Section 1003 of the Business Corporation Law

Filer’s Name and Mailing Address:

Name:

Company, if Applicable:

Mailing Address:

City, State and Zip Code:

NOTES:

1.The name of the corporation and its date of incorporation must be exactly as they appear on the records of the Department of State. This information should be verified on the Department of State’s web site at www.dos.ny.gov.

2.This certificate must be signed by an officer, director or duly authorized person.

3.Attach the consent of the NYS Department of Taxation and Finance.

4.Attach the consent of the New York City Department of Finance, if required.

5.The fee for filing this certificate is $60, made payable to the Department of State.

For DOS Use Only

DOS-1337-f (Rev. 03/17)

Page 2 of 2
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Document Attributes

Fact Detail
Governing Law Section 1003 of the Business Corporation Law
Form Name Certificate of Dissolution
Issuing Body New York State Department of State DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE
Location One Commerce Plaza, 99 Washington Ave., Albany, NY 12231-0001
Website www.dos.ny.gov
Document Identification DOS-1337-f (Rev. 03/17)
Authorization Methods Shareholder meeting vote (two-thirds or majority), or unanimous written consent without a meeting
Requirement Before Filing Consent of the NYS Department of Taxation and Finance, and the New York City Department of Finance if applicable
Filing Fee $60, payable to the Department of State
Signature Requirement Must be signed by an officer, director, or duly authorized person

How to Fill Out Ny Dissolution Certificate

When a corporation in New York decides to dissolve, it must complete and submit the Certificate of Dissolution form as part of its formal termination process. This document is crucial for notifying the New York State Department of State of the corporation's intent to dissolve and ensures that the dissolution is conducted according to state laws. The following steps will guide you through completing the form accurately and efficiently.

  1. Start by visiting the New York State Department of State’s website at www.dos.ny.gov to verify the exact name of the corporation and its date of incorporation. These details must match the Department of State's records.
  2. On the form, under "CERTIFICATE OF DISSOLUTION OF," insert the exact name of your corporation.
  3. If the corporation was formed under a different name, provide this original name following the phrase, "If the name of the corporation has been changed, the name under which it was formed is:".
  4. Input the date the certificate of incorporation was filed with the Department of State where indicated.
  5. For the section requesting the name and address of each officer and director of the corporation, ensure all details are current and accurate. This information helps maintain clear records of responsible individuals.
  6. Check the statement that applies regarding how the dissolution was authorized. Options include authorization at a shareholder meeting by two-thirds of votes, a majority of votes, or unanimous written consent by all shareholders entitled to vote. Select the one that accurately reflects the method used by your corporation.
  7. Signify the corporation's election to dissolve by checking or marking the space provided.
  8. Sign the document, then print or type the name and title of the person signing the form. This act confirms the corporation's decision to dissolve.
  9. Provide the filer’s name, if applicable, company name, and mailing address in the section designed for the filer’s contact information.
  10. Attach the required consents from the NYS Department of Taxation and Finance and, if required, the New York City Department of Finance.
  11. Prepare a check for $60 made payable to the Department of State. This fee is necessary for filing the Certificate of Dissolution.

After completing these steps, submit the form along with any required attachments and the filing fee to the New York State Department of State. Following the processing of your dissolution form, you should receive confirmation that your corporation has been officially dissolved according to state laws. It is advisable to consult with legal or financial professionals during this process to ensure all obligations are met and to navigate any potential complexities related to the dissolution.

More About Ny Dissolution Certificate

  1. What is the purpose of the Certificate of Dissolution form in New York?

    The Certificate of Dissolution form serves as an official document for dissolving a corporation in New York State. Under Section 1003 of the Business Corporation Law, this document is required to formally terminate the existence of a corporation. When the decision to dissolve has been made, the corporation must notify the New York State Department of State by submitting this certificate, thereby initiating the legal process of dissolution.

  2. What are the voting requirements for authorizing the dissolution of a corporation according to this certificate?

    The certificate outlines three methods for authorizing dissolution: approval by two-thirds of all outstanding shares entitled to vote, approval by a majority of all outstanding shares entitled to vote, or unanimous written consent by holders of all shares entitled to vote, without convening a meeting. This ensures that a substantial portion of the corporation's shareholders agrees to dissolve the corporation.

  3. Who needs to sign the Certificate of Dissolution?

    The form must be signed by an authorized officer, director, or duly authorized representative of the corporation. The signer must indicate their title and print their name to validate the document. This requirement ensures that the dissolution process is initiated by someone with legal authority to represent the corporation.

  4. Are there any additional consents required for dissolving a corporation in New York?

    Yes, additional consents are required. Specifically, the corporation must obtain consent from the New York State Department of Taxation and Finance and, if applicable, the New York City Department of Finance. These consents are necessary to ensure that the corporation has met all its tax obligations before dissolving.

  5. How much does it cost to file the Certificate of Dissolution in New York?

    The filing fee for the Certificate of Dissolution is $60, payable to the Department of State. This fee covers the administrative costs of processing the dissolution documents and formally removing the corporation from the state's active business registry.

Common mistakes

When completing the Certificate of Dissolution for a corporation in New York, numerous critical steps must be followed with precision. However, individuals often make mistakes in this process. Understanding these mistakes can help in avoiding delays and ensuring the accuracy of the submission.

  1. Incorrect Corporate Information: One common error is not providing the exact name of the corporation or the date of incorporation as they appear on the records of the Department of State. This discrepancy may lead to the rejection of the dissolution filing.

  2. Failure to Attach Required Consents: Another frequent oversight is not attaching the required consents from the New York State Department of Taxation and Finance, and if applicable, from the New York City Department of Finance. These consents are crucial for the dissolution process.

  3. Incorrect Voting Information: The form requires an indication of how the dissolution was authorized, such as by a majority vote or unanimous consent of shareholders. Mistakes in this section can invalidate the form due to inaccuracy in the representation of shareholders' approval.

  4. Improper Signature: The certificate must be signed by an officer, director, or another duly authorized individual. Often, forms are submitted with signatures that do not comply with these specifications, causing processing delays.

Addressing these areas with caution and precision can significantly smooth the dissolution process, ensuring compliance with the New York State Department of State's requirements.

Documents used along the form

When dissolving a corporation in New York, the Certificate of Dissolution is a primary document that sets the process in motion. However, several other forms and documents are often used alongside it to ensure legal compliance and a smooth dissolution process. These documents address various aspects of the dissolution, from tax clearances to final distributions.

  • Consent to Dissolution by the New York State Department of Taxation and Finance: This document shows that the corporation has no outstanding tax liabilities. It is crucial for proving that all state taxes have been paid before dissolution.
  • Consent to Dissolution by the New York City Department of Finance: For corporations operating within New York City, this consent verifies that all city taxes have been settled.
  • Shareholders' Resolution to Dissolve: This is a written record of the shareholders’ decision to dissolve the corporation, specifying the vote outcome. It's essential for corporate governance and record-keeping.
  • Board of Directors' Resolution to Dissolve: Similar to the shareholders' resolution, this document records the board's approval of the dissolution process.
  • Final Federal Tax Return (IRS Form dissolving corporation must file a final federal tax return and indicate that it is the final return for the business.
  • Final State Tax Return: Similar to the federal tax return, this form is required by the state to finalize tax obligations at the state level.
  • Notice of Dissolution: This is published in a newspaper, as required by some jurisdictions, to inform the public and potential creditors of the corporation's dissolution.
  • Certificate of Cancellation of Foreign Qualification: If the corporation was qualified to do business in other states, this document withdraws its foreign qualification, signaling it will no longer conduct business outside its home state.
  • Asset Distribution Resolution: This outlines how the corporation's remaining assets will be distributed among shareholders, after all creditors have been paid.
  • IRS Form 966: Corporate Dissolution or Liquidation, must be filed with the IRS to officially notify them of the corporation's intent to dissolve.

Together, these documents and forms create a comprehensive legal and financial framework for dissolving a corporation. They ensure that the dissolution adheres to both state and federal laws, satisfies tax obligations, and clearly communicates the dissolution to all parties involved. Having these documents in order and properly executed facilitates a smoother transition during the dissolution process.

Similar forms

  • Articles of Incorporation: Similar to the Certificate of Dissolution, the Articles of Incorporation are foundational documents filed with the state to legally recognize the creation of a corporation. Both establish a relationship with the state and require specific information about the corporation, such as its name and the names of key members. Whereas the Articles of Incorporation mark the beginning of a corporate entity, the Certificate of Dissolution marks its end.

  • Amendment Filings: Throughout a corporation’s lifespan, it may need to file amendments to update or change information in its initial Articles of Incorporation or other foundational documents. These amendments and the Certificate of Dissolution are alike because they both are formal filings with the Department of State that modify the corporation's official record. However, amendments can occur at any time, while dissolution is final.

  • Annual Reports: Corporations are often required to file annual reports with the state, detailing current operational aspects, such as addresses and officer or director information. Like the Certificate of Dissolution, annual reports ensure the state has up-to-date information on the corporation. The Certificate of Dissolution serves as the ultimate "final report" by declaring the corporation’s termination.

  • Corporate Bylaws: Although not filed with the state, corporate bylaws outline the internal rules governing the management of the corporation. Bylaws and the Certificate of Dissolution both influence corporate governance but in different ways; bylaws outline how decisions are made, including potentially the process for dissolution, while the Certificate of Dissolution is the outcome of such governance processes.

  • Certificate of Authority: For corporations doing business outside their state of incorporation, a Certificate of Authority must be obtained. This document parallels the Certificate of Dissolution in that both interact with state agencies to define the corporation’s status. One grants permission to operate externally, while the other concludes a corporation's legal existence.

  • Corporate Resolution: A Corporate Resolution is a formal declaration made by the board of directors and serves various purposes, including authorization for certain actions. This document is similar to the Certificate of Dissolution in its formal declaration nature. Specifically, a resolution may be required to authorize the filing of the Certificate of Dissolution itself.

  • Stock Certificates: Representing ownership in the corporation, stock certificates share a connection with the Certificate of Dissolution because both relate to shareholder interests. Stock certificates signify participation in the corporation, while the dissolution process directly affects shareholders’ stakes and rights, especially in terms of assets distribution.

  • Consent of the Department of Taxation and Finance: Specifically mentioned in the Certificate of Dissolution requirements, this consent confirms that the corporation has met its tax obligations. Both this consent and the Certificate of Dissolution involve regulatory compliance with state agencies, ensuring the corporation has fulfilled its financial and legal responsibilities before dissolving.

Dos and Don'ts

When filling out the New York Dissolution Certificate form, it is crucial to follow certain do’s and don’ts to ensure the process is smooth and in compliance with state requirements. Below is a list of eight key points to remember:

  • Do verify the exact name of the corporation and its date of incorporation against the records on the Department of State website (www.dos.ny.gov), as inaccuracies here can cause delays or rejection of the form.
  • Don't forget to check the box that accurately represents how the dissolution was authorized - whether at a shareholders’ meeting or by unanimous written consent of the shareholders entitled to vote.
  • Do provide the complete and correct names and addresses of all officers and directors of the corporation as of the dissolution time; this information is critical for official records and potentially for tax purposes.
  • Don't assume all sections apply to you without reading them carefully; for instance, if the corporation’s name has not changed since its formation, you don't need to fill out the section about a name change.
  • Do make sure the form is signed by an officer, director, or a duly authorized person. This is a legal document, and the correct signatory must sign it to acknowledge the dissolution formally.
  • Don't overlook the requirement to attach the consent of the New York State Department of Taxation and Finance, and the New York City Department of Finance if applicable. These consents are essential for the processing of your dissolution.
  • Do remember to include the filing fee of $60, payable to the Department of State. Without the correct fee, your dissolution certificate cannot be processed.
  • Don't submit the form without double-checking every detail for accuracy and completeness. Missing or incorrect information can significantly delay the dissolution process.

Following these guidelines carefully can help ensure that the process of dissolving a corporation in New York is as seamless and trouble-free as possible.

Misconceptions

Understanding the New York Certificate of Dissolution form and its implications for corporations is key to navigating the legal landscape of business operations in the state of New York. However, misconceptions about this document can lead to incorrect filings, delays, and sometimes other legal issues. Here are ten common misconceptions explained:

  • Any member of the corporation can sign the Certificate of Dissolution. This is incorrect. The document must be signed by an officer, director, or a person specifically authorized to act on behalf of the corporation. This ensures accountability and legality in the dissolution process.
  • Once the Certificate of Dissolution is filed, the corporation immediately ceases to exist. Filing the Certificate of Dissolution is a significant step towards dissolution, but the corporation continues to exist for the purpose of winding up affairs, such as paying debts and distributing assets.
  • You don't need consent from the Department of Taxation and Finance to dissolve a corporation. Actually, it's mandatory. Attaching the consent of the NYS Department of Taxation and Finance is a critical requirement. Without it, the filing will not be accepted.
  • The process is the same for all corporations regardless of location. In some cases, such as corporations located in New York City, additional consent from the New York City Department of Finance is required. This highlights the need for location-specific compliance.
  • The filing fee is negotiable. The filing fee is a fixed amount ($60), payable to the Department of State. This fee is not subject to negotiation or adjustment.
  • Voter requirements for dissolution are flexible. The dissolution must be authorized in one of three strict ways: by a two-thirds vote, a majority vote of all outstanding shares entitled to vote, or by unanimous written consent of all voting members. This underscores the importance of shareholder involvement in dissolution decisions.
  • Every corporation must fill out every section of the Certificate of Dissolution. While most of the form must be filled out accurately, some sections may not apply depending on how the dissolution was authorized (e.g., unanimous written consent vs. a majority vote).
  • The Certificate of Dissolution must be filed in person. Corporations have the option to file the certificate by mail or in person, providing flexibility in how the dissolution process is initiated.
  • There’s no need to verify the corporation's name and incorporation date before filing. It is crucial to ensure that the name of the corporation and its date of incorporation are exactly as they appear on the records of the Department of State. Verification can prevent delays and discrepancies.
  • Submitting the Certificate of Dissolution ends all corporate responsibilities. Submitting the certificate is a step towards ending the corporation's existence, but responsibilities continue regarding settling debts, resolving claims, and distributing remaining assets properly.

Understanding each aspect of the Certificate of Dissolution process is essential for the appropriate and lawful closure of a corporation in New York. Misconceptions can lead to confusion and legal issues, emphasizing the need for thorough preparation and, when necessary, the advice of a legal professional.

Key takeaways

When it comes to dissolving a corporation in New York, the Certificate of Dissolution form is an essential document that needs to be filled out meticulously and submitted to the New York State Department of State. Here are six key takeaways to ensure the process goes smoothly:

  • Ensure that the name of the corporation and its date of incorporation are exactly as they appear on the records of the Department of State. This step is crucial for the avoidance of any processing delays or rejections due to inaccuracies. Verification of these details can be done through the Department of State’s website at www.dos.ny.gov.
  • The form requires the listing of the name and address of each officer and director of the corporation. This information should be gathered and confirmed for accuracy before filling out the form.
  • It is mandatory to indicate how the dissolution was authorized, choosing from the options provided: by two-thirds of the votes of all outstanding shares entitled to vote, by a majority of votes of all outstanding shares entitled to vote, or by the unanimous written consent of the holders of all outstanding shares entitled to vote without a meeting. The accurate reflection of this process is essential for the form's validity.
  • A duly authorized officer, director, or person must sign the certificate. This ensures that the entity responsible for the dissolution has officially authorized the action.
  • Attach the consent of the New York State Department of Taxation and Finance, and if required, the consent of the New York City Department of Finance. These consents are crucial documents that confirm the corporation has settled any tax liabilities.
  • The filing fee for the certificate is $60, payable to the Department of State. Ensuring that the payment accompanies the submitted form will facilitate a smoother processing period.

By diligently preparing and submitting the Certificate of Dissolution along with the necessary consents and fees, corporations can ensure a compliant and orderly conclusion to their business operations in New York State.

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