Blank Ny Dissolution Certificate Form

1. What is the purpose of the New York Dissolution Certificate?

   The New York Dissolution Certificate is a legal document that formally dissolves a corporation in New York State. It indicates that the corporation has ceased operations and has been legally dissolved according to the requirements set forth in the Business Corporation Law.

2. Who needs to file a Dissolution Certificate?

   Any corporation that wishes to officially dissolve its business must file this certificate. This includes corporations that are no longer operating or those that have completed their business objectives.

3. What information is required on the form?

   The form requires several key pieces of information:

   • The name of the corporation.
   • The original name if it has been changed.
   • The date the certificate of incorporation was filed.
   • The names and addresses of all officers and directors.
   • The method of authorization for dissolution (e.g., shareholder vote or written consent).

4. How is the dissolution authorized?

   Dissolution can be authorized in one of three ways:

   • By a two-thirds vote of all outstanding shares entitled to vote at a shareholder meeting.
   • By a majority vote of all outstanding shares entitled to vote at a shareholder meeting.
   • By unanimous written consent of all shareholders without a meeting.

5. What are the filing fees associated with the Dissolution Certificate?

   The fee for filing the Dissolution Certificate is $60. This payment should be made payable to the Department of State.

6. Are there any additional documents required for filing?

   Yes, when filing the certificate, you must attach:

   • The consent from the New York State Department of Taxation and Finance.
   • The consent from the New York City Department of Finance, if applicable.

7. Who can sign the Dissolution Certificate?

   The certificate must be signed by an officer, director, or another duly authorized person of the corporation. This ensures that the dissolution is being carried out by someone with the authority to do so.

8. How can I verify the name and date of incorporation of my corporation?

   You can verify this information by visiting the New York State Department of State's website at www.dos.ny.gov. It is essential that the name and date of incorporation match exactly as they appear in the state records.

9. Where do I submit the completed Dissolution Certificate?

   The completed certificate should be submitted to the New York State Department of State, Division of Corporations, at the following address:

   One Commerce Plaza
   99 Washington Ave.
   Albany, NY 12231-0001

Filling out the New York Dissolution Certificate form requires attention to detail. One common mistake is failing to provide the correct name of the corporation. The name must match exactly with the records held by the Department of State. If there has been a name change, it is essential to include the original name as well.

Another frequent error involves the date of incorporation. Applicants often overlook this detail, which must also be filled out precisely as it appears in official records. This information can be verified on the Department of State's website.

Many individuals neglect to include the names and addresses of all officers and directors of the corporation. This section is crucial, as it provides transparency regarding the individuals responsible for the corporation’s actions. Omitting this information can lead to delays or rejections.

When it comes to authorizing the dissolution, people sometimes check the wrong box. There are specific options available, including authorization by a two-thirds vote or a majority vote. It is vital to select the statement that accurately reflects how the dissolution was approved.

Signing the form is another critical step where mistakes occur. The certificate must be signed by an officer, director, or a duly authorized person. Failing to include a signature or having an unauthorized individual sign can invalidate the submission.

In addition to the form itself, applicants often forget to attach necessary consents. The consent from the New York State Department of Taxation and Finance is required, and in some cases, consent from the New York City Department of Finance is also needed. Not including these documents can halt the dissolution process.

Another common oversight is the payment of the filing fee. The fee for submitting the certificate is $60, and it must be made payable to the Department of State. Forgetting to include this payment can result in the rejection of the application.

Some individuals do not keep copies of the submitted documents. It is advisable to retain a copy for personal records. This practice can be beneficial if any issues arise later regarding the dissolution.

Finally, failing to review the entire form before submission can lead to various errors. A thorough review helps catch mistakes that could cause delays or complications. Taking the time to ensure all information is accurate and complete is essential for a smooth dissolution process.

When filing a New York Dissolution Certificate, several additional forms and documents may be required to ensure a smooth process. Below is a list of commonly used forms that accompany the dissolution process.

• Certificate of Good Standing: This document verifies that the corporation has fulfilled all its obligations and is in compliance with state regulations. It is often required to confirm that there are no outstanding taxes or fees before dissolution.
• Final Tax Returns: Corporations must submit final tax returns to both the federal and state tax authorities. This ensures that all tax liabilities are settled before the corporation is officially dissolved.
• Consent from the Department of Taxation and Finance: This consent is necessary to confirm that the corporation has no outstanding tax obligations. It must be attached to the dissolution certificate.
• New York City Department of Finance Consent: If applicable, this consent confirms that the corporation has met all financial obligations to the city. It may be required for businesses operating within New York City.
• Shareholder Meeting Minutes: Documentation of the meeting where dissolution was approved is often needed. This record should outline the votes and consent of shareholders regarding the dissolution.

Gathering these documents will help streamline the dissolution process and ensure compliance with state regulations. Be sure to check each requirement carefully to avoid delays.

• Certificate of Incorporation: This document establishes the existence of a corporation. Like the dissolution certificate, it requires specific details about the corporation, such as its name and date of filing.
• Certificate of Good Standing: This document confirms that a corporation is authorized to do business in New York. Similar to the dissolution certificate, it requires verification of the corporation's status with the Department of State.
• Articles of Amendment: This document is used to change certain aspects of a corporation, such as its name or purpose. Both documents require formal approval from shareholders and must be filed with the state.
• Certificate of Merger: This document is filed when two or more corporations combine into one entity. Like the dissolution certificate, it involves shareholder approval and must be submitted to the state.
• Certificate of Authority: This document allows a foreign corporation to conduct business in New York. It shares similarities with the dissolution certificate in that both must be filed with the Department of State and include specific corporate details.
• Statement of Change of Registered Agent: This document is used to update the registered agent for a corporation. Both it and the dissolution certificate require formal filing with the state and include information about the corporation.
• Bylaws: These are the rules governing the internal management of a corporation. While not filed with the state, they are similar to the dissolution certificate in that they outline important operational details about the corporation.
• Annual Report: This document provides updated information about a corporation's status and activities. Like the dissolution certificate, it requires accurate and current information about the corporation and must be filed with the state.

When filling out the New York Dissolution Certificate form, it's crucial to follow specific guidelines to ensure a smooth process. Here are seven things to do and not do:

• Do verify the name of the corporation and its date of incorporation. Ensure they match the records at the Department of State.
• Do provide accurate names and addresses for all officers and directors of the corporation.
• Do select the correct statement regarding the authorization of dissolution. Make sure it reflects the actual decision-making process.
• Do sign the certificate with the name and title of the signer clearly printed or typed.
• Don't forget to attach the consent from the New York State Department of Taxation and Finance.
• Don't overlook the requirement for the New York City Department of Finance consent, if applicable.
• Don't submit the form without paying the $60 filing fee. Ensure the payment is made out to the Department of State.

Adhering to these guidelines will help avoid delays and complications in the dissolution process.

Understanding the New York Dissolution Certificate can be challenging. Here are seven common misconceptions about this important document:

• It’s only for corporations that are bankrupt. Many believe that a dissolution certificate is only necessary for bankrupt companies. In reality, any corporation that decides to cease operations must file this form, regardless of its financial status.
• Filing the certificate is optional. Some think that filing a dissolution certificate is merely a formality. However, it is a legal requirement for officially dissolving a corporation in New York.
• All shareholders must agree to the dissolution. While it’s true that shareholder approval is necessary, it doesn’t always require unanimous consent. Depending on the corporation's structure, a two-thirds majority may suffice.
• Once filed, the dissolution is immediate. Many assume that the dissolution takes effect as soon as the certificate is filed. In fact, the process can take time, and the corporation remains liable for debts until the dissolution is fully processed.
• The fee for filing is negotiable. Some individuals believe they can negotiate the $60 filing fee. However, this fee is set by the state and must be paid in full for the application to be processed.
• Only the corporation's president can sign the certificate. While the president can sign, any officer, director, or duly authorized person is permitted to submit the form. This provides flexibility in the signing process.
• Once dissolved, a corporation can never be revived. This is a misconception. In certain circumstances, a dissolved corporation can be reinstated, but specific procedures must be followed to do so.

Being informed about these misconceptions can help ensure a smoother dissolution process for your corporation.

Filling out and using the New York Dissolution Certificate form requires careful attention to detail. The following key takeaways provide guidance on the process:

• Accurate Information: The name of the corporation and its date of incorporation must match exactly with the records held by the Department of State. Verification can be done through the Department's website.
• Authorized Signatures: The certificate must be signed by an officer, director, or a person who has been duly authorized to act on behalf of the corporation.
• Shareholder Approval: Indicate how the dissolution was authorized. This can be by a two-thirds vote, a majority vote, or unanimous written consent of the shareholders.
• Attachments Required: Include the consent from the New York State Department of Taxation and Finance. If applicable, also attach the consent from the New York City Department of Finance.
• Filing Fee: A fee of $60 is required for filing the certificate. This payment should be made out to the Department of State.
• Complete Submission: Ensure that all sections of the form are filled out completely and accurately before submission to avoid delays.
• Keep Copies: Retain copies of the completed certificate and any attachments for your records after filing.