Free Ny Dissolution Certificate PDF Form

How to Fill Out Ny Dissolution Certificate

Filling out the Certificate of Dissolution for a corporation in New York is an essential step towards officially ending the corporation's existence under state law. This process is governed by Section 1003 of the Business Corporation Law. Ensuring that this form is filled out accurately and completely is crucial for the dissolution process to be effective. Below are the steps to take when completing the Certificate of Dissolution form. Each step focuses on what is required by the New York State Department of State, Division of Corporations.

1. Start by printing the full legal name of the corporation as it currently stands in the space provided after "CERTIFICATE OF DISSOLUTION OF". If the corporation has changed its name since incorporation, ensure to also include the original name under which it was formed.
2. Enter the date on which the certificate of incorporation was initially filed with the Department of State in the space provided following "The certificate of incorporation was filed with the Department of State on:".
3. List the name and address of every officer and director of the corporation in the section that states, "The name and address of each officer and director of the corporation is:". Provide complete and accurate information for each individual.
4. Proceed to the section marked "FOURTH:" and check the appropriate statement that describes the method by which the dissolution was authorized. Selection options include authorization at a shareholder meeting by two-thirds of all outstanding shares entitled to vote, by a majority of votes from all outstanding shares entitled to vote, or by unanimous written consent of all shareholders entitled to vote, without a meeting.
5. In the section marked "FIFTH:", acknowledge the corporation's election to dissolve by signing the form. The signature should be provided by an officer, director, or duly authorized person.
6. Beneath the signature, print or type the name and title of the person authorizing the form.
7. On the page following the main form, fill in the filer's name and mailing address including the company name if applicable. This information is critical for any correspondence or official documentation to be sent to the correct address.
8. Before submission, attach the required consent from the NYS Department of Taxation and Finance, and if applicable, the consent from the New York City Department of Finance.
9. Review all entered information for accuracy and completeness. Remember, the name of the corporation and its date of incorporation must exactly match those on the records with the Department of State.
10. Finally, include the dissolution filing fee of $60, made payable to the Department of State.

After completing these steps, the filled form along with the attached consents and the filing fee should be mailed to the New York State Department of State, Division of Corporations. This action constitutes a formal request for dissolution and initiates the process to legally dissolve the corporation in the state of New York. It's advisable to keep a copy of all documents for your records and to follow up if confirmation of dissolution is not received in a timely manner.

What is the purpose of the Certificate of Dissolution in New York?

The Certificate of Dissolution serves as a formal declaration that a corporation has decided to terminate its existence in New York State. By filing this document with the Division of Corporations, State Records and Uniform Commercial Code, a corporation legally concludes its operations, responsibilities, and any outstanding legal obligations as specified under Section 1003 of the Business Corporation Law. This step is crucial for ensuring the corporation adequately winds down its affairs, satisfying any debts, and distributing remaining assets in accordance with state regulations and the corporation's bylaws.

Who needs to sign the Certificate of Dissolution, and how should it be submitted?

The Certificate of Dissolution must be signed by an officer, director, or duly authorized person of the corporation. The signature indicates that the signer is officially acting on behalf of the corporation to dissolve it. After ensuring the document is accurately filled and signed, it should be submitted to the New York State Department of State. It is recommended to check the Department of State’s website for the most current submission guidelines, which may include online, mail, or in-person delivery options. Along with the certificate, a $60 filing fee, payable to the Department of State, must also be submitted.

Is consent from the NYS Department of Taxation and Finance and the NYC Department of Finance required for all corporations?

Yes, obtaining consent from the New York State Department of Taxation and Finance is a mandatory step for all corporations seeking to dissolve, regardless of their location in New York State. This consent verifies that the corporation does not have any outstanding tax liabilities. If the corporation is located or conducts business in New York City, consent from the New York City Department of Finance is also required. These consents ensure that the corporation has settled all tax obligations before dissolving, safeguarding public and fiscal interests.

How does one verify the information required on the Certificate of Dissolution, such as the exact name of the corporation or its date of incorporation?

The precise name of the corporation and its date of incorporation must match exactly as they appear in the records of the New York State Department of State. To verify this information, individuals are encouraged to visit the Department of State’s website at www.dos.ny.gov. Utilizing the search tools provided by the Department, one can access and confirm the details needed for the Certificate of Dissolution. This step is essential to avoid any processing delays or rejections due to discrepancies in the corporation's recorded information versus what is provided in the dissolution documents.

Filling out legal forms accurately is essential to ensure the smooth processing of any action, including the dissolution of a corporation in New York. However, mistakes can happen, especially with complex forms such as the New York Dissolution Certificate. Here are ten common errors that people often make when completing this form:

1. Not verifying the corporation's name and date of incorporation against the records of the New York State Department of State. This information must be exact to avoid processing delays.

2. Failing to indicate any previous name changes of the corporation. All names under which the corporation has operated should be disclosed to ensure completeness of the dissolution process.

3. Omitting or incorrectly listing the names and addresses of each officer and director of the corporation. This detail is crucial for the formal notification process during the dissolution.

4. Incorrectly checking the statement that applies regarding how the dissolution was authorized. This requires careful attention as the method of authorization impacts the legal dissolution process.

5. Forgetting to sign the form or not having the right individual (an officer, director, or duly authorized person) sign it. The signature validates the intent to dissolve the corporation officially.

6. Not attaching the consent of the NYS Department of Taxation and Finance. This consent is a requisite document for dissolving any corporation in New York.

7. Overlooking the requirement to attach the consent of the New York City Department of Finance if it's applicable. This consent is necessary for corporations operating within New York City.

8. Incorrectly filling out the filer’s name and mailing address. Accurate contact information is vital for any correspondence related to the dissolution.

9. Making the check for the filing fee payable to the wrong entity or in the wrong amount. The fee must be specifically made out to the Department of State and in the amount of $60.

10. Not utilizing the Department of State’s website to cross-verify information. The website is a valuable resource for ensuring all details are accurate and up-to-date.

Avoiding these common mistakes requires attention to detail and a careful review of all instructions associated with the New York Dissolution Certificate. Ensuring accuracy in documentation is a significant step toward the seamless completion of the corporation's dissolution process.

When a business decides to end its operations in New York, the process involves more than just submitting a Certificate of Dissolution to the Department of State. Several other documents and forms are often required to accompany this certificate, ensuring a smooth and compliance-oriented dissolution process. Below is a list of common forms and documents that may be utilized alongside the Ny Dissolution Certificate form, providing a brief description of each to offer further insight into their purposes and requirements.

• Consent to Dissolution by the NYS Department of Taxation and Finance: This document is a clearance from the state's taxation department, confirming that the corporation has no outstanding tax liabilities.
• Consent to Dissolution by the New York City Department of Finance: Required for businesses operating within New York City, this consent verifies that there are no outstanding city tax liabilities.
• Minutes of the Shareholder Meeting Authorizing Dissolution: This is a record of the meeting where shareholders voted to dissolve the corporation, including the resolution to dissolve and the vote count.
• Minutes of the Board of Directors Meeting: Documented minutes from the board meeting where dissolution was proposed to the shareholders, detailing the discussion and any preliminary votes or resolutions passed.
• Notice of Dissolution to Creditors: A written notice sent to known creditors, informing them of the corporation's dissolution and providing information on submitting claims.
• Final Tax Returns: The last federal, state, and, if applicable, city tax returns that the corporation must file, marking the end of its financial obligations.
• Employee Notification: Notifications to employees regarding the dissolution, often including information about final paychecks, benefits termination, and other relevant employment matters.
• Asset Liquidation Reports: Detailed reports of how the corporation's assets were liquidated, including sales summaries and distribution of proceeds.
• Settlement of Claims Reports: Documentation of how creditor claims were addressed, settled, or otherwise resolved during the dissolution process.
• Distribution of Assets to Shareholders: A final report detailing how the remaining assets, after settling debts and obligations, were distributed among the shareholders.

A diligent approach, incorporating the necessary documents and forms such as those listed above, not only ensures compliance with state laws and regulations but also provides a clearer path for the proper closure of the corporation's affairs. Securing and completing these documents in a timely manner aids in safeguarding the interests of all parties involved, from shareholders and creditors to employees and other stakeholders, marking the corporation’s dissolution process as comprehensive and thorough.

• Articles of Incorporation: Similar to the Certificate of Dissolution, Articles of Incorporation are filed with the state to legally establish a corporation. They include fundamental information such as the corporation's name, purpose, and the names of its founders. While the Certificate of Dissolution is used to legally terminate a corporation, Articles of Incorporation mark its beginning.

• Certificate of Formation (or Organization): Used by limited liability companies (LLCs), this document serves a similar purpose to the Articles of Incorporation for corporations. It includes essential details about the LLC, such as its name, principal place of business, and the names of its members. Like the Certificate of Dissolution aims to dissolve a corporation, an LLC would file articles of dissolution to terminate its existence legally.

• Annual Report: Corporations often are required to file an annual report with their state's Department of State or similar regulatory body. This report provides updated information about the company's officers, directors, and sometimes its financial condition. The Certificate of Dissolution includes similar information, especially regarding the corporation's officers and directors at the time of dissolution.

• Amendment Filings: When a corporation needs to change any information from the Articles of Incorporation, such as the corporate name or address, it files an amendment with the state. The Certificate of Dissolution also involves the state's Department of State and requires accurate identification of the corporation, including any previous names under which it was registered.

• Certificate of Authority: This document is used by corporations planning to operate outside the state where they were incorporated. It contains information similar to the Articles of Incorporation and is filed with the foreign state. The process of dissolving a corporation with a Certificate of Dissolution parallels the process of expanding operations with a Certificate of Authority, as both involve state-level filings and identification of key corporate details.

• DBA (Doing Business As) Filing: A DBA filing allows a business to operate under a name different from its legal name. Similar to the dissolution certificate, it often requires the business to provide state-relevant details, such as official business name and location. While a DBA filing introduces a new name for business use, a dissolution certificate marks the end of using the corporation's name in business operations.

• Stock Certificate: A stock certificate represents ownership in a corporation. The process outlined in the Certificate of Dissolution, particularly the sections regarding shareholder authorization of the dissolution, directly impacts stockholders. This document does not file with a state department but shares the aspect of requiring detailed information about the ownership and operational authority within a corporation.

When completing the New York Dissolution Certificate form, it's crucial to follow certain guidelines to ensure the process goes smoothly and without errors. Below is a list of dos and don'ts that can help guide you through the process:

• Do verify the corporation's name and date of incorporation on the New York Department of State's website before filling out the form to ensure the information matches exactly as it appears in their records.
• Do ensure that the certificate is signed by an authorized person, such as an officer or director of the corporation.
• Do attach the consent of the New York State Department of Taxation and Finance, as this is a mandatory requirement.
• Do include the consent of the New York City Department of Finance if your corporation operates within New York City, as it might be required.
• Do remember to make a check payable to the Department of State for the filing fee, which is currently $60.
• Don't leave any required fields incomplete. Every section of the form should be filled out with the correct information to avoid delays.
• Don't use nicknames or abbreviations for the corporation's name. It must be written exactly as it appears in official records.
• Don't overlook the requirement to indicate how the dissolution was authorized, whether it was through a majority vote, a two-thirds vote of all outstanding shares, or unanimous written consent.
• Don't forget to provide the mailing address where the filed certificate should be returned after processing.
• Don't hesitate to seek legal guidance if you are unsure about any part of the form or the dissolution process to ensure compliance with New York State laws.

Adhering to these guidelines can help ensure that the dissolution process for your corporation is completed efficiently and in accordance with New York State requirements.

Many misconceptions exist about the New York Dissolution Certificate form. Clearing up these misunderstandings is essential for those looking to dissolve a corporation in New York. Here are ten common misconceptions:

• Any member can sign the dissolution certificate.

  This is incorrect. The dissolution certificate must be signed by an officer, director, or duly authorized person.

• No need for approval from the New York State Department of Taxation and Finance.

  Contrary to this belief, the consent of the NYS Department of Taxation and Finance is mandatory and must be attached to the dissolution certificate.

• A unanimous vote is needed for dissolution in all cases.

  This is not always true. The dissolution can be authorized by a two-thirds vote or a majority of the votes of all outstanding shares entitled to vote, depending on the situation.

• Corporate debts disappear after dissolution.

  Dissolving a corporation does not erase its debts. Creditors can still pursue claims against the corporation according to the law.

• Immediate effect of the dissolution certificate filing.

  The dissolution process may take some time after filing the certificate, as there are various administrative reviews and consents required.

• Shareholders' consent is not necessary.

  In fact, the dissolution must be authorized by the shareholders through voting, in accordance with the Business Corporation Law.

• No need to notify the New York City Department of Finance.

  If the corporation operates within New York City, the consent of the New York City Department of Finance may indeed be required.

• Name changes of the corporation do not need to be documented.

  A common misconception is that only the current name of the corporation is needed on the dissolution certificate. If the name has changed, the original name under which the corporation was formed must also be included.

• Any date of incorporation can be used.

  It is crucial that the date of incorporation listed matches exactly as it appears on the records of the Department of State. Verification on the Department's website is recommended.

• Filing fee is negotiable.

  The filing fee for the dissolution certificate is fixed at $60, payable to the Department of State, and is not subject to negotiation or modification.

Understanding these facts can streamline the process of dissolving a corporation in New York, ensuring legal compliance and minimizing potential issues.

When dissolving a corporation in New York, it's important to understand the process and requirements detailed in the Certificate of Dissolution form. This document, vital for officially ending a corporation's existence, must be completed accurately and thoroughly. Here are several key takeaways regarding the completion and use of this form:

1. The exact name of the corporation and its date of incorporation must match the records held by the Department of State. It's crucial to verify this information on the State's website to ensure accuracy.
2. In cases where the corporation's name has changed since its formation, you must provide both the current and original names.
3. The certificate of incorporation's filing date with the Department of State is a required field, emphasizing the importance of historical accuracy.
4. The form requires the names and addresses of all officers and directors of the corporation. This information must be current and accurate.
5. Dissolution authorization can occur through different means: by a two-thirds vote at a shareholders' meeting, a majority vote, or unanimous written consent without a meeting. The chosen method must be indicated on the form.
6. An officer, director, or duly authorized person must sign the Certificate of Dissolution, underscoring the need for proper authorization within the corporate structure.
7. Additionally, the form mandates attaching consent from the NYS Department of Taxation and Finance, and, if required, from the New York City Department of Finance. This illustrates the necessity of settling any tax obligations.
8. The filing fee is $60, payable to the Department of State, highlighting the financial aspect of formally dissolving a corporation in New York.

Completing the Certificate of Dissolution accurately and comprehensively is a critical step in the dissolution process. It requires careful attention to detail and adherence to statutory requirements to ensure the corporation is dissolved according to New York State law.