Steps to Dissolve Your New York Business
If you are looking to dissolve or wind down your New York business, whether a corporation, limited liability company or otherwise, the New York State Department of Taxation identifies the following steps that must be included:
- File a final business tax return(s) appropriate to your type of business and pay all outstanding taxes and fees;
- File a final Form NYS-45, Quarterly Combined Withholding, Wage Reporting and Unemployment Insurance Return if you had employees and have ceased paying wages;
- File a final sales tax return if you are registered for sales tax purposes and mail us your Certificate of Authority;
- If you plan to sell or transfer the assets of your business, give each prospective buyer a copy of Form TP-153, Notice to Prospective Purchasers of a Business or Business Assets;
- If you have a Certificate of Registration or any other license or certificate, surrender these documents;
- Corporations: Once you have filed all outstanding returns (including your final return) and paid all taxes, the department will issue its consent to allow voluntarily dissolution of your New York corporation or surrender your authority to do business in New York (if you are an out-of-state corporation registered with NYS department of State). The New York City Department of Finance has separate consent requirements for any corporation that has done business or incurred City tax liability. See the Request for Dissolution form. New York corporations must use the TR-125, Voluntary Dissolution of a New York Corporation form. Out-of-state corporations must use TR-199, Surrender of Authority - Foreign corporations;
- If your business owns or leases real property, you should determine if you owe real estate transfer tax. See Form TP-584, New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate; and
- Finally, go to the IRS closing a business checklist and be sure that you take the necessary steps listed.
To learn more about a proven course of action and plan to protect and defend your interests as a New York or New Jersey partner, shareholder or member, contact Mr. Internicola at (800) 976-4904 or (718) 979-8688.
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