Step-by-step guide to dissolve a corporation in New York. Learn the requirements, forms, and filing process. Fast, accurate dissolution support with FastFile.

Step-By-Step Guide to Dissolve a Corporation in New York

Dissolving a corporation in New York requires strict compliance with the New York Business Corporation Law and the formal procedures established by the New York State Department of State. From shareholder approval to preparing Form DOS-1337 and securing required tax consents, every step must be completed accurately to ensure a smooth and legally valid dissolution. 

What Is a Certificate of Dissolution in New York?

A Certificate of Dissolution in New York is the official document required to legally end a corporation under Business Corporation Law Section 1003. Corporations must file Form DOS-1337 with the New York State Department of State, listing the exact corporate name, incorporation date, officer/director information, and the method of shareholder approval.

The form must be signed by an officer, director, or authorized person.

• Officers are responsible for the corporation’s daily executive functions, such as managing operations and carrying out corporate decisions.
• Directors are responsible for setting high-level policies and overseeing major decisions, including approving the dissolution.

An authorized person is anyone formally granted permission to sign state filings on the corporation’s behalf. Filing this certificate properly ensures the corporation is officially dissolved and released from future state obligations.

Requirements Before Filing for Corporate Dissolution

Before you start the process to dissolve a corporation in New York, the corporation must satisfy several statutory requirements. These steps ensure the corporation is eligible for New York corporation dissolution and prevent delays or rejections during filing.

What Is a Certificate of Dissolution in New York?

1. Corporation must be in good standing

To begin the New York corporation dissolution process, the corporation must be in good standing with the New York State Department of State. The corporation’s name and date of incorporation must match exactly as they appear in state records, and all corporate filings must be current. A corporation that is not in good standing risks having its dissolution filing rejected.

2. All taxes and liabilities must be resolved

Before dissolution, the corporation must resolve all outstanding state and local tax obligations. This includes filing all required tax returns, paying remaining taxes, and closing all financial responsibilities. Tax clearance is essential because the state will not allow a corporation to dissolve if it still owes taxes or has unfulfilled financial obligations.

3. Consent from NYS Department of Taxation and Finance

A corporation cannot complete the dissolution process without obtaining Consent from the New York State Department of Taxation and Finance. This consent confirms that the corporation has no outstanding state tax liabilities and is authorized to proceed with dissolution. This requirement applies to all New York corporations without exception.

4. Consent from NYC Department of Finance (if applicable)

If the corporation is subject to New York City business taxes, it must also obtain Consent from the NYC Department of Finance. This applies to corporations that conducted business in New York City or were required to file city-level taxes. Without this consent, the dissolution filing may be delayed or denied.

Step-by-Step Guide: How to Dissolve a Corporation in New York

The following steps outline the complete procedure to legally dissolve a corporation in New York, following the requirements outlined in the official state forms and New York State corporate law.

1. Hold a Shareholder Vote

The dissolution process begins with formal approval from the corporation’s shareholders. New York law requires that the decision to dissolve must be authorized by shareholders entitled to vote on dissolution. According to Form DOS-1337, the corporation must indicate which of the following methods was used:

• Approved by Two-Thirds of Outstanding Shares: This option is used when two-thirds of all shares entitled to vote agree to the dissolution. This is a common threshold when the corporation’s bylaws do not specify a different requirement.
• Approved by a Majority of Outstanding Shares: In some corporations, a simple majority is sufficient. If more than 50% of outstanding voting shares approve the dissolution, the vote is valid.
• Unanimous Written Consent: If all shareholders entitled to vote sign a written consent form, a meeting is not required. This is the most efficient option and is frequently used for closely held corporations.

The chosen method must be specified on the Certificate of Dissolution. The corporation should also maintain internal records of the vote or consent for compliance and audit purposes, even though these documents are not submitted to the Department of State.

2. Prepare the Certificate of Dissolution (Form DOS-1337)

The Certificate of Dissolution is the core legal document that officially terminates the corporation. New York requires corporations to use Form DOS-1337, which must be completed accurately and signed by an officer, director, or authorized individual. The form requires the following:

• Exact Legal Name of the Corporation: The name must match the Department of State’s corporate records exactly, including punctuation and spacing.
• Original Name at Formation (If Different): If the corporation legally changed its name after incorporation, the original name must be listed.
• Date of Incorporation: This must match the date on file with the Department of State.
• Names and Addresses of Officers and Directors: The corporation must list each current officer and director, along with their full mailing addresses. This information helps confirm corporate authority and ensures the dissolution is legitimate.
• Statement of Shareholder Authorization: The corporation must check which authorization method was used (two-thirds vote, majority vote, or unanimous written consent).
• Signature of Authorized Representative: The form must be signed by an officer, director, or a person the corporation has formally authorized to sign on its behalf. Unsigned forms will be rejected.

3. Complete the Document Cover Sheet

When submitting documents to the NYS Department of State, the corporation must include the Document and Certificate Cover Sheet. This sheet ensures the filing is processed correctly and allows the DOS to return documents and receipts to the appropriate person.

The Cover Sheet requires the following information:

• Full name of the filer
• Mailing address
• Email address (all documents will be returned via email)
• Phone number
• Exact name of the corporation
• Type of document being filed (Certificate of Dissolution)
• Options for requesting certified or plain copies of documents on file

Although the Cover Sheet is administrative rather than legal, it is a mandatory part of the filing package. Incorrect or missing contact information may delay the return of official receipts.

Step-by-Step Guide: How to Dissolve a Corporation in New York

4. Attach Required Consents

To successfully dissolve a corporation in New York, the corporation must attach mandatory tax consents to the Certificate of Dissolution. These consents confirm that the corporation has satisfied all tax obligations.

4.1 Consent from the NYS Department of Taxation and Finance

This consent certifies that the corporation has no outstanding state tax liabilities. It is required for every New York corporation without exception.

4.2 Consent from the NYC Department of Finance (If Applicable)

This consent is required if the corporation:

• Did business in New York City
• Was subject to any NYC taxes
• Filed NYC business tax returns

If the corporation never operated in NYC, this consent may not be required.

Both consents must be obtained before filing the Certificate of Dissolution. Missing consents will result in rejection or significant delays.

5. File the Documents

Once all forms and consents are complete, the corporation can submit the dissolution package to the NYS Department of State. The filing package must include:

• Certificate of Dissolution (Form DOS-1337)
• Document and Certificate Cover Sheet
• Consent from the NYS Department of Taxation and Finance
• Consent from the NYC Department of Finance (if required)
• Filing fee of $60, payable to “Department of State”

New York also offers optional expedited processing, including 24-hour service for $25, same-day service for $75, and 2-hour processing for $150.

Processing Time and What Happens After Filing

• Processing typically takes a few business days

Once the Certificate of Dissolution (Form DOS-1337), the Cover Sheet, and tax consents are submitted, the New York State Department of State usually processes the New York corporation dissolution within several business days. While timelines vary, filings that are complete and accurate are often approved quickly.

• Results are delivered by email

All filing receipts, confirmations, and requested document copies are sent to the email address listed on the Document Cover Sheet. This streamlined system allows corporations to receive official proof of dissolution faster and more conveniently.

• Dissolution becomes effective upon filing

The corporation is legally dissolved as soon as the filing is accepted, unless a future effective date is specified on the Certificate of Dissolution. This effective date marks the end of the corporation’s legal authority to conduct business in New York. However, the corporation may still complete its final administrative tasks during the winding-up period.

• Winding-up tasks must still be completed

After the dissolution becomes effective, the corporation must wrap up all outstanding obligations, including closing financial accounts, settling claims, and retaining corporate records. These steps help ensure full compliance and protect stakeholders from future legal or financial exposure.

Common Mistakes to Avoid

• Incorrect corporate name or date

A frequent mistake is submitting a corporate name or incorporation date that does not match state records exactly. Even small differences such as abbreviations, punctuation, or spacing can cause the NYS Department of State to reject the filing. Corporations should verify all information against official state records before submitting Form DOS-1337.

• Missing tax consents

Failure to include the required state and, when applicable, city tax consents is one of the most common causes of rejection. New York will not proceed with dissolution unless the NYS Department of Taxation and Finance and the NYC Department of Finance (if applicable) confirm that all tax obligations are satisfied.

• Incomplete officer or director details

Form DOS-1337 requires complete information for all officers and directors, including names and mailing addresses. Missing, outdated, or incomplete data can result in processing delays or additional review. Ensuring full accuracy demonstrates responsible governance and compliance with New York corporate law.

• Missing or incorrect Cover Sheet information

The Document and Certificate Cover Sheet is required for all filings and must include accurate filer details. Incorrect email addresses or missing contact information can delay receipt of official documents. This step is simple but critical to the overall dissolution process.

Common Mistakes to Avoid

• Unresolved taxes or liabilities

Attempting to dissolve a corporation in New York before settling all taxes, debts, or outstanding obligations will prevent the corporation from obtaining required consents. This makes it impossible to complete the dissolution. Conducting a full financial review beforehand ensures a smoother and faster filing process.

Conclusion

Dissolving a corporation in New York requires accuracy, proper documentation, and strict compliance with both state and city rules. From obtaining shareholder approval to submitting Form DOS-1337 and securing the required tax consents, each step must be completed correctly to finalize your dissolution.

If you want a faster, smoother, and error-free experience, FastFile is the easiest way to dissolve your New York corporation.

FastFile prepares all required forms, ensures every detail meets New York’s legal standards, manages tax consent requirements, submits filings directly to the Department of State, and provides real-time status tracking until approval.

With expert handling, quick processing, and a fully managed workflow, FastFile lets you close your corporation securely and confidently while you stay focused on what comes next.