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When a corporation in New York decides to cease its operations, the process involves filing a Certificate of Dissolution with the New York State Department of State. This essential form serves as a formal declaration of the corporation's intent to dissolve and outlines several key details that must be accurately reported. The first section requires the corporation's name, including any previous names if applicable. Following this, the date of incorporation must be provided, ensuring that it matches the records held by the Department of State. The form also mandates the disclosure of each officer and director's name and address, highlighting the individuals responsible for the corporation's management. Importantly, the method of dissolution must be indicated, whether it was authorized by a majority or two-thirds of the shareholders' votes, or through unanimous written consent. This step ensures that the dissolution process adheres to the established corporate governance protocols. Additionally, the form requires the signature of an authorized person, along with the payment of a filing fee. To complete the process, necessary consents from the New York State Department of Taxation and Finance, and possibly from the New York City Department of Finance, must be attached. Understanding these components is crucial for any corporation looking to navigate the dissolution process smoothly.
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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
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
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.
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FIFTH: The corporation elects to dissolve.
X
(Signature) |
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|
(Print or Type Name of Signer) |
||
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|
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(Print or Type Title of Signer) |
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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
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Form Specifications
| Fact Name | Details |
|---|---|
| Governing Law | This form is governed by Section 1003 of the New York Business Corporation Law. |
| Filing Authority | The form must be submitted to the New York State Department of State. |
| Corporation Name | The name of the corporation must be exactly as it appears in the Department of State's records. |
| Filing Date | The date of incorporation must be provided in the form. |
| Approval Requirement | Dissolution requires approval by two-thirds of shareholders or a majority vote. |
| Signature Requirement | An officer, director, or authorized person must sign the certificate. |
| Attachments Needed | Include consent from the NYS Department of Taxation and Finance. |
| Additional Consent | Consent from the New York City Department of Finance may also be required. |
| Filing Fee | The fee for filing the certificate is $60, payable to the Department of State. |
Ny Dissolution Certificate: Usage Guidelines
After completing the NY Dissolution Certificate form, the next steps involve submitting it to the New York State Department of State. Ensure all required documents are attached and the filing fee is included. Following these steps carefully will help facilitate the dissolution process smoothly.
- Obtain the NY Dissolution Certificate form from the New York State Department of State's website or office.
- Fill in the name of the corporation in the designated area. If the name has changed, include the original name as well.
- Provide the date when the certificate of incorporation was filed with the Department of State.
- List the names and addresses of each officer and director of the corporation.
- Select the appropriate option regarding how the dissolution was authorized. You can check one of the following:
- By two-thirds of the votes of all outstanding shares entitled to vote at a meeting of shareholders.
- By a majority of the votes of all outstanding shares entitled to vote at a meeting of shareholders.
- By the unanimous written consent of the holders of all outstanding shares entitled to vote without a meeting.
- Sign the form. Include your printed name and title beneath your signature.
- Fill in the filer’s name and mailing address at the bottom of the form.
- Verify that the name of the corporation and the date of incorporation match the records at the Department of State's website.
- Attach the consent of the New York State Department of Taxation and Finance.
- If necessary, attach the consent of the New York City Department of Finance.
- Prepare a payment of $60 made out to the Department of State for the filing fee.
- Submit the completed form, along with all attachments and payment, to the New York State Department of State at the address provided.
Your Questions, Answered
What is a New York Dissolution Certificate?
A New York Dissolution Certificate is a legal document that officially dissolves a corporation in New York State. It must be filed with the Department of State to formally end the corporation's existence. This process ensures that all legal obligations are settled and that the corporation is removed from state records.
What information is required on the form?
The form requires several key pieces of information, including the name of the corporation, the date of incorporation, and the names and addresses of each officer and director. You must also indicate how the dissolution was authorized, either by a shareholder vote or written consent.
Who can sign the Dissolution Certificate?
An officer, director, or a duly authorized person must sign the certificate. This ensures that the dissolution is approved by someone with the authority to act on behalf of the corporation.
What fees are associated with filing the certificate?
The fee for filing the New York Dissolution Certificate is $60. This payment should be made payable to the Department of State. It's important to include this fee to avoid delays in processing your application.
Are there any additional documents required?
Yes, you need to attach the consent of the New York State Department of Taxation and Finance. If applicable, you must also include the consent of the New York City Department of Finance. These documents confirm that all tax obligations have been met prior to dissolution.
Where can I verify the corporation's information?
You can verify the corporation's name and date of incorporation on the New York State Department of State's website. This step is crucial to ensure that the information you provide on the form matches the official records.
How long does it take to process the Dissolution Certificate?
The processing time can vary, but typically, it takes a few weeks. To expedite the process, ensure that all information is accurate and that all required documents are included when you submit your application.
Common mistakes
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Incorrect Corporate Name: One of the most common mistakes is failing to provide the exact name of the corporation as it appears in official records. This can lead to delays or rejections.
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Missing Incorporation Date: Applicants often forget to include the date the certificate of incorporation was filed. This date is crucial for processing the dissolution.
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Incomplete Officer and Director Information: It is essential to list all officers and directors with their complete names and addresses. Omitting any information can result in complications.
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Incorrect Voting Method: Selecting the wrong method of authorization for dissolution is a frequent error. Make sure to check the appropriate box based on shareholder votes.
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Signature Issues: The form must be signed by an authorized individual. Failing to include a signature or providing an unauthorized signature can invalidate the submission.
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Missing Attachments: Applicants often overlook the requirement to attach necessary consents from the New York State Department of Taxation and Finance and, if applicable, the New York City Department of Finance.
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Incorrect Filing Fee: The filing fee of $60 must be included. Submitting the wrong amount or failing to include payment can delay the process.
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Failure to Verify Information: Not verifying the corporation’s name and incorporation date against the Department of State’s records can lead to errors. Always double-check to avoid issues.
Documents used along the form
The process of dissolving a corporation in New York involves several important documents. Each of these forms plays a crucial role in ensuring that the dissolution is carried out properly and in compliance with state regulations. Below is a list of commonly used forms and documents that accompany the New York Dissolution Certificate.
- Certificate of Incorporation: This document outlines the creation of the corporation and includes essential details such as the corporation's name, purpose, and the names of its initial directors. It serves as the foundational document for the corporation.
- Consent of Shareholders: This form is necessary to show that the shareholders have agreed to the dissolution. It may require signatures from a specified majority or unanimous consent, depending on the corporation's bylaws.
- Final Tax Returns: Corporations must file final tax returns with the New York State Department of Taxation and Finance. This ensures that all tax obligations are settled before dissolution is finalized.
- Certificate of Good Standing: This document verifies that the corporation has met all legal requirements and is in good standing with the state. It may be required to confirm that there are no outstanding obligations.
- Notice of Dissolution: This is a formal notification that informs creditors and other stakeholders about the corporation's decision to dissolve. It helps to manage any claims or liabilities that may arise.
- Application for Withdrawal: If the corporation is registered in multiple states, this form is necessary to withdraw from those states. It ensures that the corporation is no longer subject to their jurisdiction.
- Asset Distribution Plan: This document outlines how the corporation's remaining assets will be distributed among shareholders after all debts and obligations have been settled.
- Affidavit of Publication: In some cases, corporations must publish a notice of dissolution in a local newspaper. This affidavit serves as proof that the publication requirement has been fulfilled.
Understanding these documents is essential for a smooth dissolution process. Each form serves a specific purpose and helps ensure that all legal obligations are met. By preparing these documents carefully, the corporation can navigate the dissolution process with confidence and clarity.
Similar forms
- Certificate of Incorporation: Similar to the NY Dissolution Certificate, this document formally establishes a corporation's existence. It includes the corporation's name, purpose, and the names of its initial directors, similar to how the dissolution certificate lists the corporation's name and officers.
- Certificate of Amendment: This document is used to change the existing provisions of a corporation's certificate of incorporation. Like the dissolution certificate, it requires the signature of an authorized person and must be filed with the Department of State.
- Certificate of Merger: This document facilitates the merging of two or more corporations into one entity. It shares similarities with the dissolution certificate in that both require shareholder approval and must be filed with the Department of State.
- Certificate of Good Standing: This document confirms that a corporation is legally registered and compliant with state requirements. Both certificates are filed with the Department of State and require verification of corporate status.
Dos and Don'ts
When filling out the New York Dissolution Certificate form, it is essential to approach the task with care and attention to detail. Below is a list of things to do and avoid during this process.
- Do verify the corporation's name and date of incorporation as they appear in the Department of State records.
- Do ensure that the form is signed by an officer, director, or a duly authorized individual.
- Do include the necessary attachments, such as the consent from the NYS Department of Taxation and Finance.
- Do check if the consent from the New York City Department of Finance is required and attach it if necessary.
- Do make sure to pay the filing fee of $60, payable to the Department of State.
- Don't leave any fields blank; every section of the form must be completed.
- Don't forget to double-check the accuracy of all information before submission.
Following these guidelines will help ensure a smooth filing process for the dissolution of your corporation in New York.
Misconceptions
Misconceptions about the New York Dissolution Certificate form can lead to confusion and delays. Here are six common misunderstandings explained:
- It's only for corporations that are bankrupt. Many believe that a dissolution certificate is only necessary for bankrupt corporations. However, any corporation wishing to cease operations must file this form, regardless of financial status.
- All shareholders must agree to the dissolution. While it may seem that unanimous agreement is required, the law allows for dissolution with a two-thirds majority vote or even a simple majority in some cases, depending on the corporation's bylaws.
- The process is automatic once filed. Some think that filing the certificate guarantees immediate dissolution. In reality, the dissolution process involves several steps, including obtaining necessary consents from tax authorities.
- Only the president can sign the form. It is a common misconception that only the president of the corporation can sign the dissolution certificate. In fact, any officer, director, or authorized person may sign the document.
- The filing fee is negotiable. Many assume that the $60 filing fee can be altered or waived. However, this fee is set by the state and must be paid in full at the time of filing.
- Once dissolved, a corporation cannot be revived. Some individuals believe that once a corporation is dissolved, it cannot be reinstated. In truth, there are procedures in place that allow for the reinstatement of a corporation under certain conditions.
Understanding these misconceptions can help ensure a smoother dissolution process for your corporation. Always consider seeking professional guidance if you have questions or concerns.
Key takeaways
When filling out and using the New York Dissolution Certificate form, consider the following key takeaways:
- Accurate Information: Ensure that the name of the corporation and its date of incorporation match exactly with the records held by the Department of State. Verification can be done on their official website.
- Signature Requirement: The certificate must be signed by an officer, director, or an authorized person. This step is crucial for the validity of the document.
- Additional Consents: Attach the consent from the New York State Department of Taxation and Finance. If applicable, also include the consent from the New York City Department of Finance.
- Filing Fee: A fee of $60 is required for filing the certificate. This payment should be made out to the Department of State.