Updated September 4, 2026. Quick answer: a dissolved New York corporation reinstates by filing Certificate of Payment of Taxes (Tax Department Form TR-56 for domestic corporations), filed with the NY Department of State together with the Tax Department’s written consent, to annul a ‘dissolution by proclamation’ under N.Y. Tax Law § 203-a (Dissolution of delinquent business corporations; annulment/reinstatement provisions) for $50, with no statutory deadline to do it.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the New York reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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The filing, and what New York calls it
A New York business corporation dissolved by proclamation (for failing to file tax reports or pay franchise tax for two consecutive years) must first satisfy all delinquent taxes, fees, penalties and interest with the NYS Department of Taxation and Finance. The Tax Department then issues written consent plus a Certificate of Payment of Taxes, which is filed with the Department of State, along with the statutory fee, to annul the dissolution; fully retroactively restoring the corporation’s powers as of the proclamation date.
How long you have to reinstate
New York sets no deadline for reinstating a dissolved corporation. Tax Law § 203-a does not impose an outer deadline barring reinstatement; filing more than 3 months after the proclamation only changes the fee calculation, it does not bar reinstatement. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (N.Y. Tax Law § 203-a)
What you must pay before it goes through
New York will not reinstate the corporation until every year it sat delinquent is paid for. All taxes, fees, penalties and interest owed to the Department of Taxation and Finance must be paid before it issues consent and the Certificate of Payment of Taxes. The Department of State’s filing fee is $50 if filed within 3 months of the dissolution proclamation; if filed later, an additional fee applies, calculated as 1/40 of 1% of par-value capital stock plus 2.5 cents per no-par share. (N.Y. Tax Law § 203-a)
Whether your name is still yours
Your original name is not guaranteed to still be yours. Tax Law § 203-a reserves the dissolved corporation’s name for only 3 months after the proclamation. If another corporation has since adopted that name, reinstatement is blocked unless the reinstating corporation simultaneously files a certificate changing its own name. Check New York’s business-name database before assuming the reinstatement filing will go through under the old name. (N.Y. Tax Law § 203-a)
What the filing costs
New York’s Certificate of Payment of Taxes (Tax Department Form TR-56 for domestic corporations), filed with the NY Department of State together with the Tax Department’s written consent, to annul a ‘dissolution by proclamation’ carries a $50 filing fee. $50 if filed within 3 months of the dissolution proclamation; a higher, capital-stock-based fee applies if filed later.
What this page does not answer
Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by New York’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.
This page covers a for-profit business corporation. If you are reinstating an LLC in New York instead, the filing, fee and statute are different: see reinstating 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 as a source of law; those are the only publishers of the competing versions.
- NY State Senate: official consolidated laws text, Tax Law 203-a: https://www.nysenate.gov/legislation/laws/TAX/203-A
- NY Dept of Taxation & Finance: official reinstatement/annulment process guidance: https://www.tax.ny.gov/bus/doingbus/tr194_1.htm