NYS Certificate of Dissolution (DOS-1337-f)

What is the NYS Certificate of Dissolution?

The NYS Certificate of Dissolution is New York's official form, numbered DOS-1337-ffor voluntarily dissolving a business corporation. You file it with the New York Department of State, Division of Corporationsand once it is accepted the corporation is formally ended on the state record. It is New York's version of the certificate of dissolution that other states call by various names.

Two things make New York different from most states, and both trip people up. First, you cannot just file the certificate, you need written tax consent from the New York State Tax Department before the Department of State will accept it. Second, this form is for corporations only; New York LLCs use a different filing entirely. Get either of those wrong and the paperwork bounces.

Corporation or LLC? Which New York form you actually need

This is the disambiguation that saves a rejected filing. The DOS-1337-f Certificate of Dissolution is strictly for business corporations. If your entity is a limited liability companyyou do not use this form at all, a New York LLC files Articles of Dissolution with the Department of State instead. The two look similar and cost about the same, but they are separate statutory filings under different articles of New York law.

There is also a related tax-consent difference. A corporation must obtain Tax Department consent before dissolving. New York removed the up-front tax-consent requirement for LLCs some years ago, so the LLC path is generally simpler on that front, though your LLC still has to be current on its taxes and its biennial statement. If you are closing an LLC, start with dissolving an LLC in New York instead of this page.

The tax consent you need before you can file

Before the Department of State will file a corporation's Certificate of Dissolution, the New York State Tax Department has to issue written consent to dissolutionthe step often referenced as form TR-960. The consent confirms your corporation has filed all required franchise-tax returns and paid what it owes, including any penalties and interest.

You request the consent from the Tax Department, and to get it you generally need to:

• File all outstanding corporate franchise-tax returns, including a final return for the year you cease business.
• Pay any tax, penalty and interest still owed.
• Wait for the Department to review the account and issue the written consent.

Only once you hold that consent do you submit it together with the DOS-1337-f certificate. This is why New York dissolutions take longer than states with no clearance step, the consent is the bottleneck, not the filing.

Every field on the DOS-1337-f, explained

The certificate itself is short. In plain English, it asks for:

• Exact corporate name. Must match the Department of State record exactly, including “Inc.,” “Corp.” or the full word.
• Date of incorporation. The date the corporation was formed, used to tie the name to the record.
• Name change history, if any. If the corporation ever changed its name, you list the original name it was formed under.
• How dissolution was authorized. A statement confirming the shareholders or board approved the dissolution under New York's Business Corporation Law.
• Signature and capacity. Signed by an officer or director, with their title.
• Tax consent attached. The Tax Department's written consent must accompany the filing.

What does it cost, and which agency gets it?

The Certificate of Dissolution is filed with the New York Department of State, Division of Corporationsand the filing fee is around $60confirm the current amount before you send it, since state fees change. The Tax Department's consent does not carry a separate filing fee, but you must be current on franchise taxes to receive it, so the real “cost” is clearing any back tax, penalty and interest first.

The Department of State offers expedited handling for an added fee if you are on a deadline. We confirm the exact current figures with both agencies and charge state fees at cost.

What happens after you file?

When the Department of State accepts the certificate with the consent attached, it files the dissolution into the record and the corporation's status changes to dissolved. Keep the stamped filing receipt as proof. Then the federal side remains: file your final federal return marked final, file IRS Form 966 within 30 days of the dissolution resolution, and close the IRS business account behind your EIN. New York's consent covers state franchise tax only, nothing about it reaches the IRS, so the federal closure is still yours to complete.

Why do New York dissolution filings get rejected?

• No tax consent attachedthe most common reason; the certificate cannot be filed without it.
• Outstanding franchise-tax returnsthe Tax Department won't consent until they are filed and paid.
• Wrong form for the entityusing DOS-1337-f for an LLC instead of Articles of Dissolution.
• Name mismatchthe corporate name doesn't match the Department of State record.
• Unsigned or wrong signersigned by someone without authority, or capacity left blank.
• Incorrect or missing feethe wrong payment amount for standard or expedited filing.

Rather have the New York filing handled?

We request the Tax Department consent, prepare the DOS-1337-f to match your record, submit both to the Department of State, and re-file free if anything bounces. If you're closing an LLC rather than a corporation, we'll steer you to the right form instead. A specialist is on WhatsApp 24/7 and will tell you which package is genuinely yours, even if that's the $99 or nothing at all.