New York State Department of Taxation and Finance
Franchise Tax Return Information
New York State business corporations (Article 9-A)
Dissolution of domestic business corporation for delinquent taxes
All general business corporations organized under the laws of New York
Upon recommendation by the Commissioner of Taxation and Finance,
State are taxable under Tax Law Article 9-A.
a domestic general business corporation that has failed to file required
franchise tax returns or pay the franchise taxes due for two consecutive
A general business corporation includes all corporations except the following:
years may be dissolved by proclamation by the Secretary of State. The
dissolution by proclamation procedure is not a substitute for voluntary
• Banking corporations . ................................... Article 32
dissolution and will result in substantial penalties against the corporation.
• Insurance corporations . ................................ Article 33
Any franchise tax delinquency becomes an automatic lien against any
• Certain transportation and transmission
assets of the corporation, even if it was dissolved by proclamation.
corporations .............................................. Article 9, sections 183 and 184
• Certain utilities . ............................................. Article 9, sections 186 and 186-A
Foreign business corporations
• Farmers and agriculture co-ops . ................... Article 9, section 185
A foreign business corporation is liable for franchise taxes under Article 9-A
• Not-for-profit corporations subject to
during the period in which it is doing business, employing capital, owning or
unrelated business tax .............................. Article 13
leasing property, or maintaining an office in New York State.
In addition, a foreign business corporation authorized to do business in
Generally, the tax year for which the franchise tax imposed by Article 9-A is
New York State is also liable for payments of its annual maintenance fee
to be computed, and for which a franchise tax return is to be filed, must be
of $300 (Article 9, section 181.2), until such time as it surrenders to the
the same as the taxpayer’s tax year for federal income tax purposes.
Department of State its authority to do business, regardless of whether
it is doing business, employing capital, owning or leasing property, or
The first franchise tax return for a domestic business corporation
maintaining an office in the state. If an authorized foreign corporation is
(incorporated in New York State) is due from the date of incorporation,
taxable under Article 9-A, the maintenance fee is applied as a credit against
as recorded by the Secretary of State. A franchise tax return for a foreign
the franchise tax. For more information, see Form CT-245, Maintenance Fee
business corporation (incorporated outside of New York State) is due
and Activities Return for a Foreign Corporation Disclaiming Tax Liability.
during the period in which it is doing business, owning or leasing property,
or maintaining an office in New York State. Reporting periods may not
A foreign business corporation doing business in New York State must also
exceed a 12-month period. The return must be filed within 2½ months after
pay a license fee based on capital stock employed within New York State
the close of the corporation’s tax period. If you are reporting for the calendar
(Article 9, section 181.1). For more information, see Form CT-240, Foreign
year, your return is due on or before March 15. If your filing date falls on
Corporation License Fee Return.
a Saturday, Sunday, or legal holiday, then you must file your return on or
Surrender of authority of foreign authorized business corporation
before the next business day.
A foreign corporation that no longer conducts business activities in New
Extensions if you cannot meet the filing deadline
York State and no longer requires authority to do business in New York State
If you cannot meet the filing deadline, you may request a six-month
may surrender authority to do business in this state. The consent of the Tax
extension of time by filing Form CT-5, Request for Six-Month Extension
Commissioner is required to surrender the authority of a foreign corporation.
to File (for franchise/business taxes, MTA surcharge, or both), and paying
Annulment of foreign authorized business corporation for delinquent
your properly estimated franchise tax and MTA surcharge on or before the
original due date of the return.
Upon recommendation by the Commissioner of Taxation and Finance,
You may request up to two additional extensions by filing Form CT-5.1,
a foreign corporation authorized to do business in New York State that
Request for Additional Extension of Time to File (for franchise/business
has failed to file the required franchise tax returns or pay franchise taxes
taxes, MTA surcharge, or both). File it on or before the expiration date of the
and/or maintenance fees for two consecutive years may have its authority
original extension or previously filed additional extension.
annulled by the Secretary of State. A foreign corporation subject to tax
under Article 9-A, section 209.1, would continue to be liable for franchise tax
Form CT-3M/4M, General Business Corporation MTA Surcharge Return
returns and franchise taxes even though its authority was annulled.
Form CT-3M/4M must be filed by any corporation taxable under Article 9-A
that does business, employs capital, owns or leases property, or maintains
Call 1 800 327-9688 (Dissolution Unit) if you have questions concerning
an office in the Metropolitan Commuter Transportation District (MCTD). The
dissolution or surrendering authority to do business in New York State.
MCTD includes the counties of New York, Bronx, Kings, Queens, Richmond,
Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk, and Westchester.
Subchapter S corporations
Article 9-A, Article 22, and Article 32 permit shareholders of a corporation
Domestic business corporations
that have made an election under Subchapter S of Chapter 1 of the Internal
A domestic business corporation is generally liable for franchise taxes under
Revenue Code to make a similar election for New York State purposes.
Article 9-A for each fiscal or calendar year, or part thereof, during which it
is incorporated until it is formally dissolved with the Department of State
For detailed information on the New York State election, see Form CT-6-I,
( ). However, a domestic business corporation that is
Instructions for Form CT-6.
no longer doing business, employing capital, or owning or leasing property
Corporations required to register for a sales tax Certificate of Authority
in New York State is exempt from the fixed dollar minimum tax for years
To sell tangible personal property or certain taxable services, a corporation
following its final tax year and is no longer required to file a franchise tax
must register for sales tax purposes with the Tax Department and have a
return provided it meets the requirements listed in TSB-M-06(5)C, Certain
valid Certificate of Authority. A corporation must also register for sales tax
Domestic Business Corporations Exempt from the Article 9-A Fixed Dollar
purposes to issue or accept most New York sales tax exemption documents.
For more information on specific sales tax registration requirements, see
Voluntary dissolution of domestic business corporation
Publication 750, A Guide to Sales Tax in New York State.
In order to dissolve a domestic corporation, the corporation must receive
To obtain a Certificate of Authority to collect sales tax, complete
consent from the Tax Department. The Tax Department will not consent to
Form DTF-17, Application to Register for a Sales Tax Certificate of Authority,
the dissolution of a business corporation unless all of the required New York
or file an online application at
State franchise tax returns are filed and its franchise taxes are paid. Also, any
liability for other taxes administered by the Tax Department must be satisfied.