A foreign business corporation may surrender its authority to do business in New York State. By doing so, the corporation ends its obligation to pay future New York taxes and fees. These pages explain the procedure a foreign corporation must follow to surrender its authority.

Background

A foreign corporation is one that has been created under the laws of another state or country. Such corporations may conduct business in New York State only if they have obtained formal, written authority to do so from the New York Department of State.

• Foreign corporations that have been granted authority, and who conduct business in New York State, must pay state franchise taxes.
• Corporations that have been granted authority, but who don’t conduct business in New York State, aren’t required to pay state franchise taxes. They must, however, pay an annual maintenance fee to New York State.

Ending obligation to pay taxes

When a foreign corporation decides that it will no longer conduct business in New York, it will want to end its obligation to pay future taxes and fees. It does this by surrendering its authority to do business. This procedure involves the following steps:

• The corporation obtains written consent from the Tax Department, indicating that the corporation has filed all its returns and paid all taxes and fees.
• The corporation files the Tax Department consent, a Certificate of Surrender of Authority, and a filing fee with the New York Department of State.
• The Department of State will review the materials. If it approves the surrender, it will notify the corporation of the filing date, which is when the corporation’s obligation to pay taxes and fees ends.

Authority to do business annulled by proclamation

The New York Secretary of State may automatically annul a foreign corporation’s authority to do business:

• if the foreign corporation doesn’t file franchise tax returns and pay franchise taxes or maintenance fees for two or more consecutive years, and doesn’t voluntarily surrender its authority.

The end result of annulment by proclamation is the same as voluntary surrender of authority: the foreign corporation is no longer authorized to do business in New York State. The important difference is that annulment by proclamation occurs

• without the corporation’s request and
• the corporation must continue to file returns and pay taxes or fees.

1. Call
   • To start the surrender process, call the Tax Department’s Corporate Dissolution Unit.
   • Check to see if the corporation has filed all returns and paid all applicable taxes and fees.
2. File
   • File any outstanding returns and include payment for any taxes due, whether current or delinquent.
   • Be sure to calculate and pay any applicable penalty or interest.
   • Mail your returns and payments to the appropriate address (see the list below).
   • Be sure to write a separate check for each return.
   • Once the corporation is up to date with its returns and payments, we’ll send you a written consent.
3. Create a Certificate of Surrender of Authority.
   • Blank certificates are available on the Department of State’s Web site.
   • If you create your own certificate, be sure that it includes all the information required by section 1310 of the New York Business Corporation Law.
4. File the following with the Department of State:
   • Tax Department consent
   • Certificate of Surrender of Authority
   • $60 filing fee, payable to New York Department of State
5. Wait for the Department of State to process your paperwork.
   • The Department of State will contact you when they have completed the process.
   • They’ll tell you the filing date when they accepted your papers. The filing date is important because it marks when the corporation’s obligation to file returns and pay taxes or fees ended.

If you don’t send us the appropriate forms, fees, returns, or tax payments described above, we won’t be able to consent to the surrender of authority. If this occurs, your corporation must continue to file returns and pay taxes and fees for any additional periods during which the corporation remains authorized to do business in New York.

Questions? Call the Department of Taxation and Finance Corporate Dissolution Unit.    

Mailing addresses

When filing a return or making a payment, be sure to use the correct address: