Updated September 3, 2026. Quick answer: a New York for-profit corporation dissolves by filing Certificate of Dissolution under NY Bus. Corp. Law §§ 1001-1003 for $60, but New York will not accept it without a tax clearance certificate in hand first.
The filing, and what New York calls it
New York’s Certificate of Dissolution is filed with the Department of State, Division of Corporations, under BCL §§ 1001-1003. Confirmed against the rumor that this requirement was repealed in 2011: it was not; the state’s own current tax and filing pages both affirm it is still in force.
The tax clearance question
New York will not accept the Certificate of Dissolution without a tax clearance in hand. Written consent from the NYS Tax Department’s Corporation Tax Dissolution Unit must be attached to the Certificate of Dissolution: it checks back taxes and confirms all returns, including a final return marked “Final,” have been filed. A corporation that did business in or owed tax to New York City needs a separate NYC Department of Finance consent too. (NY Bus. Corp. Law § 1001; NYS Tax Dept., Consent to Dissolution (TR-125 procedure))
Creditors and the claims window
New York makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure. Optional (BCL § 1007 uses “may”). If used, notice publishes weekly for 2 successive weeks and is mailed to known creditors; the deadline is not less than six months after first publication, after which late claims are forever barred (tax and government claims excepted). (NY Bus. Corp. Law § 1007)
What the filing costs
The Certificate of Dissolution carries a $60 filing fee. Expedite service adds $25 to $150 depending on turnaround.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by New York’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in New York instead, the filing, fee and statute are different: see dissolving an LLC in New York.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- New York Dept. of State, Certificate of Dissolution: https://dos.ny.gov/certificate-dissolution-and-related-consent-department-taxation-and-finance-business
- NY Consolidated Laws, Business Corporation Law §§ 1001-1007: https://www.nysenate.gov/legislation/laws/BSC/1001
- NYS Dept. of Taxation and Finance, TR-125: https://www.tax.ny.gov/bus/doingbus/tr125.htm