New York Dissolution Package to Dissolve Corporation
NEW YORK CORPORATE
DISSOLUTION
Statutory Reference:
NEW YORK CONSOLIDATED LAWS, Article 10, §§ 1001 - 1009.
General Discussion:
TAX REQUIREMENTS
The Business Corporation Law requires that the consent of the State
Tax Commission must be obtained and two copies of that consent must be
attached to a Certificate of Dissolution prior to filing the Certificate
of Dissolution with the Department of State.
To obtain the consent of the State Tax Commission to a corporate dissolution,
you may submit a request by calling 1-800-327-9688. You may also submit
your request by fax or mail. The Tax Department will generally respond
to a request for consent to dissolution within 5 business days of submission.
The Tax Commissioner will review the corporation's account and will
either consent to the dissolution or will advise the corporation of the
requirements necessary for consent to be granted.
Have the following information available when you call or include this
information in your fax or letter:
1. Exact corporate name as it appears on the filing receipt issued
by the Department of State.
2. Identification number (federal employer identification number or
NYS Tax Department issued).
3. Address where the consent is to be mailed.
4. Name, telephone number, and relationship of filer of dissolution
request.
Telephone numbers and mailing address for dissolution consent requests
are:
Telephone Number: 1-800-327-9688
 Fax Number: (518) 457-8124
Address: New York State Tax Department
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Corporation Tax Dissolution Unit
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Building 8, Room 302
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W. A. Harriman Campus
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Albany, NY 12227
The Tax Commissioner will issue three (3) copies of the consent to dissolution.ÂÂ
Two of these copies must be attached to the Certificate of Dissolution
when it is filed.
DISSOLUTION REQUIREMENTS
A corporation may be dissolved if the dissolution is authorized at a
meeting of the shareholders.
If the certificate of incorporation expressly provides, or if the corporation
was formed AFTER February 28, 1998, then the shareholders must approve
the dissolution by a majority vote of all of the shareholders entitled
to vote. For all other corporations, the shareholders shall approve the
dissolution by a two-thirds vote (unless the certificate of incorporation
provides a different shareholder approval).
A corporation may adopt an amendment of the certificate of incorporation
providing that a dissolution may be authorized at a meeting of shareholders
by a specified proportion of votes of all outstanding shares entitled to
vote. In this case, the proportion may not be less than a majority.
In the alternative, a corporation may be dissolved pursuant to its original
or amended certificate of incorporation. THIS FORM PACKET IS FOR USE WHEN
THE DISSOLUTION IS BY THE SHAREHOLDERS.
When the Certificate of Dissolution is filed, along with the consent
of the Tax Commissioner, has been obtained and filed, the corporation is
dissolved. However, as important as following the correct procedures for
"dissolving" the corporation are the actions which must be taken by the
"dissolved" corporation after dissolution to accomplish the "winding up"
of the corporation's affairs.
After dissolution, a corporation is not permitted to carry on any business
except for the purpose
of winding up its affairs. It has the continuing power to fulfill
or discharge its contracts, collect its assets, sell its assets for cash
at public or private sale, discharge or pay its liabilities, and do all
other acts appropriate to liquidate its business.
Through its directors, officers and shareholders, a dissolved corporation
continues to function for the purpose of "winding Up" its affairs. The
directors of a dissolved corporation do not become trustees of corporate
assets and title to corporate does not vest in the directors. Assets
remain in the corporation until transferred by it in its corporate name.
Dissolution does not change quorum or voting requirements for the board
or shareholders or provisions regarding election, appointment, resignation
or removal of directors or officers, or provisions regarding amendment
or repeal of by-laws or adoption of new by-laws.
A dissolved corporation may sue or be sued in all courts and may participate
in actions and proceedings, whether judicial, administrative, arbitrative
or otherwise, in its corporate name, and process may be served by or upon
it.
The dissolution of a corporation does not affect any remedy available
to or against it or against its directors, officers or shareholders for
any right or claim existing or any liability incurred before such dissolution.
At any time after dissolution, the corporation may publish a notice
requiring all creditors and claimants, including any with unliquidated
or contingent claims and any with whom the corporation has unfulfilled
contracts, to present their claims in writing and in detail at a specified
place and by a specified day, which day shall not be less than six months
after the first publication of such notice. This notice must be published
at least once a week for two successive weeks in a newspaper of general
circulation in the county in which the office of the corporation was located
at the date of dissolution. Before the date of the first publication of
this notice, the corporation must mail a copy of the notice to the last
known address of each person believed to be a creditor of or claimant against
the corporation.
The giving of notice does not constitute an admission that any person
is a creditor or claimant, and does not revive or make valid, or operate
as a recognition of the validity of, or a waiver of any defense or counterclaim
with respect to any claim against the corporation which has been barred
by any statute of limitations or otherwise become invalid.
Any claims which are filed pursuant to the notice, and which are contested
by the corporation, may be submitted for determination to the supreme court.
Any person whose claim is, at the date of the first publication of such
notice, barred by any statute of limitations are not a creditor or
claimant entitled to any notice. The claim of any such person, as
well as any other claims which are not timely filed as provided in the
notice, except claims which are the subject of litigation on the date of
the first publication of the notice, and all claims which are filed but
which are disallowed by the court, are barred as against the corporation,
its assets, directors, officers and shareholders.
Tax claims and other claims of New York and of the United States are
not be required to be filed. Those claims are not barred because
they are not filed. Distribution of the assets of the corporation,
or any part of the corporate assets, may be deferred until determination
of any such claims.
"Laborer`s wages are preferred claims and are entitled to payment before
any other creditors out of the assets of the corporation in excess of valid
prior liens or encumbrances."
When the corporation has paid or make provision for payment of its liabilities,
it may (if authorized at a meeting of shareholders by a majority of the
votes of all outstanding shares entitled to vote thereon) sell its remaining
assets and distribute the proceeds among the shareholders according to
the shareholders respective rights.
A corporation, may, with or without a sale of assets, may distribute
any assets remaining after settlement of liabilities, in cash or in kind
or in any combination thereof, to its shareholders according to their respective
rights.
"Upon the winding up of the affairs of the corporation, any assets distributable
to a creditor or shareholder who is unknown or cannot be found, or who
is under disability and for whom there is no legal representative, shall
be paid to the state comptroller as abandoned property within six months
from the date fixed for the payment of the final liquidating distribution,
and be subject to the provisions of the abandoned property law."
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