Instructions for surrender of authority by a foreign business corporation

A foreign business corporation that is no longer going to conduct business in New York State may surrender its authority to do so. These pages explain the procedure a foreign corporation must follow to surrender its authority.

A foreign corporation that surrenders its authority does not end its obligation to pay taxes if it is subject to tax or becomes subject to tax in New York State.

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.

Note: Foreign corporations that conduct business in New York State must pay state franchise taxes regardless of whether they have been granted written authority.

Surrendering authority

When a foreign corporation decides that it will no longer conduct business in New York, it may surrender its authority to do business. This procedure involves the following steps:

• The corporation obtains written consent from the Tax Department¹, 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.

     ¹ Written consent from the NYS Tax Department is not required for Limited Liability Companies.

Procedure for surrendering authority

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.
• If the corporation has filed all its returns and paid all applicable taxes and fees and does not have any New York State tax liability to report for any tax period beginning on or after January 1, 2015, Form TR-193.1, Affidavit for Surrender of Authority for Foreign Corporations, should be submitted indicating the tax periods you were not subject to tax.
• File any outstanding returns and include payment for any taxes due, whether current or delinquent.
• If the current tax year form is available, you must file using that year’s tax form. If the current year’s form is not yet available, taxpayers may file a short period report using the prior year’s form. The computation of the tax on the final return needs to take into account any tax law changes that are effective for that final tax year. Payment of the tax must be submitted in conjunction with such report.
• 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 website.
   • 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.

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.    

Authority to do business annulled by proclamation

If required to file, a foreign corporation authorized to do business in New York that doesn’t file franchise tax returns and pay franchise taxes for two or more consecutive tax years, and hasn’t voluntarily surrendered its authority, may have its authority automatically annulled by the New York Secretary of State.

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.

A foreign corporation that has had its authority to do business annulled by proclamation is still obligated to pay taxes if it is subject to tax in New York State.

Mailing addresses

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

* See Publication 55, Designated Private Delivery Services, if not using U.S. Mail.