Certificate of Dissolution
(NY Corporation)

Summary

This certificate of dissolution template can be filed with the New York Department of State (DOS) pursuant to Section 1003 of the Business Corporation Law (BCL) for the dissolution of a corporation that has engaged in business. This template includes practical guidance, drafting notes, and alternate clauses. The contents of the certificate of dissolution are set forth in N.Y. Bus. Corp. Law § 1003 and include the following: • The name of the corporation (and the name under which it was formed, if different) • The date the certificate of incorporation was filed by the DOS • The names and addresses of the directors and officers • A statement indicating that the corporation elects to dissolve • The manner in which the dissolution was authorized The certificate of dissolution requires the consent of the New York State Department of Taxation and Finance (which can be reached by phone at 518-485-2639). N.Y. Bus. Corp. Law § 1004(a). In addition, the consent of the New York City Department of Finance must be attached as well if the corporation has transacted business which incurred tax liability in New York City. N.Y. Bus. Corp. Law § 1004(b). To obtain this consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038 or visit the NYC Department of Finance website. The Certificate of Dissolution along with any required consents and the filing fee of $60 should be mailed to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NYU 12231. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For additional information regarding the dissolution of a New York corporation, see Dissolution (NY Corporation).