New York State Department of Taxation and Finance
Franchise Tax Return Information
New York State business corporations (Article 9-A)
The dissolution by proclamation procedure is not a substitute for voluntary
dissolution and will result in substantial penalties against the corporation.
All general business corporations organized under the laws of New York
Any franchise tax delinquency becomes an automatic lien against any
State are taxable under Article 9-A of the Tax Law.
assets of the corporation, even if it was dissolved by proclamation.
A general business corporation includes all corporations except the
Annual franchise tax return forms for general business corporations can be
1. Banking corporations ................................................ Article 32
obtained by accessing our Web site: or by calling
2. Insurance corporations .............................................. Article 33
1 800 462-8100. Failure to receive forms does not relieve the corporation of
3. Certain transportation and transmission corporations Art. 9, § 183 & 184
the filing requirements.
4. Certain utilities ........................................................... Art. 9, § 186 & 186-A
5. Farmers and agriculture co-ops ................................ Art. 9, § 185
To determine the forms you are eligible to use, consult the instructions in
Form CT-3/4-P, General Business Corporation Franchise Tax Returns and
6. Not-for-profit corporations subject to
unrelated business tax ........................................... Article 13
Instructions, for Article 9-A taxpayers.
A New York State business corporation is required to file an annual
If you are not a general business corporation, contact the Business Tax
franchise tax return and pay a tax for the privilege of exercising its
Information Center at 1 800 972-1233 for help in determining which forms
corporate franchise. Accordingly, a New York State corporation is subject to
tax for each fiscal or calendar year, or part thereof, during which it is in
From areas outside the U.S. and outside Canada, call (518) 485-6800.
existence, regardless of whether it does any business, employs any capital,
owns or leases any property, maintains any office or engages in any
Foreign business corporations (Article 9-A)
activity, within or outside New York State. A New York State corporation is
All general business corporations organized under the laws of any other
subject to tax even if it conducts its business entirely outside New York
state or country, doing business, employing capital, owning or leasing
property in a corporate or organized capacity or maintaining an office in
New York State are taxable under Article 9-A of the Tax Law. Refer to
paragraph 1 for a list of corporations that are not considered general
Generally, the tax year for which the franchise tax imposed by Article 9-A is
to be computed, and for which a franchise tax return is to be filed, must be
the same as the taxpayer’s tax year for federal income tax purposes.
Foreign corporations are required to file a franchise tax return and pay a tax
from the date the corporation begins to do business or engages in taxable
The first franchise tax return is due from the date of incorporation, as
activities in New York State.
recorded by the Secretary of State. Reporting periods may not exceed a
twelve-month period. The return must be filed within 2½ months after the
In addition to the franchise taxes, a foreign corporation doing business in
close of the corporation’s tax period.
New York State must pay a license fee based on capital stock employed
within New York State (Article 9, section 181). See Form CT-240, Foreign
Corporation License Fee Return, for more information.
XYZ, Inc. was incorporated by the Secretary of State on December 29, 2003,
and has decided to use a calendar-year reporting period.
All foreign corporations authorized by the Secretary of State to do business
in New York State must pay a maintenance fee of $300 (Article 9,
Section 181.2). If an authorized foreign corporation is taxable under
tax due on
Article 9-A, the maintenance fee is applied as credit against the franchise
Dec. 29, 2003
Mar. 15, 2004
tax. These corporations are required to file annually until the authority to do
business is surrendered to the Secretary of State. See Form CT-245,
Dec. 31, 2003
Maintenance Fee and Activities Return for a Foreign Corporation
Jan. 1, 2004
Mar. 15, 2005
Disclaiming Tax Liability, for more details.
Subchapter S corporations
Dec. 31, 2004
Article 9-A, Article 22, and Article 32 permit shareholders of a corporation
XYZ, Inc. could have prevented the need for a first period report of 3 days
that have made an election under Subchapter S of Chapter One of the
by selecting a different reporting period, such as a fiscal period. It could
Internal Revenue Code to make a similar election for New York State
have selected a fiscal period such as one ending November 30, 2003.
Detailed information concerning the New York State election can be found
tax due on
in the instructions for Form CT-6, Election by a Federal S Corporation to be
Dec. 29, 2002
Feb. 15, 2004
Treated as a New York S Corporation.
Return Form CT-198 with your corrections or changes to:
Nov. 30, 2003
NYS TAX DEPARTMENT
Dec. 1, 2003
Feb. 15, 2005
TCC - ACCOUNT SERVICES SECTION
Nov. 30, 2004
W A HARRIMAN CAMPUS
Dissolution of corporation for delinquent taxes
ALBANY NY 12227-0140
Upon recommendation by the Commissioner of Taxation and Finance, a
New York State general business corporation that has failed to file required
franchise tax returns or pay the franchise taxes due, for two consecutive
years, may be dissolved by proclamation by the Secretary of State.