Form Tr-194.1 - Reinstatement Of A Corporation Dissolved Or Annulment Of Authority By Proclamation

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TR-194.1
(11/02)
Taxpayer Services and Revenue Division
Corporation Tax Reinstatement Unit
Reinstatement of a Corporation Dissolved or
Annulment of Authority by Proclamation
has been dissolved by proclamation or has had its authority
Reinstatement
annulled is reserved for a three-month period immediately after
A New York corporation or a foreign (incorporated outside
the publication date.
New York State) corporation dissolved or annulled of authority
After verifying the availability of a new name, the taxpayer must
by the Secretary of State, pursuant to the provisions of Article 9,
then prepare a Certificate of Amendment , in accordance with
section 203-a or 203-b of the New York State Tax Law, may be
section 805 of the Business Corporation Law. The Department
reinstated to reacquire the same powers, rights, duties, and
of State will not approve the Certificate of Amendment unless it
obligations it had on the date it was dissolved or annulled. The
is accurate in all respects.
request to reinstate must be submitted in writing to the NYS Tax
Department, Corporation Tax Reinstatement Unit, Building 8,
Publishers of legal form blanks sell preprinted forms that may be
Room 958, W A Harriman Campus, Albany NY 12227.
used as a Certificate of Amendment. However, a preprinted
form is not required.
Once reinstatement requirements are met, the Tax Department
will prepare and forward Form TR-56 (New York corporations) or
Preparation of Certificate of Amendment
Form TR-57 (foreign corporations), Certificate of Payment of
Taxes, to the Department of State.
Your Certificate of Amendment must include:
• The exact corporation title as it appears in the Certificate of
Returns and taxes
Incorporation and in the most recent Certificate of
Amendment changing the corporation’s name, if any,
To reinstate, you must file franchise tax or maintenance fee
including upper and lower case letters, punctuation,
returns for all periods, including any periods after the dissolution
abbreviations, and so forth.
or annulment of authority by proclamation. You must pay all
taxes, additional charges, and interest due on these returns. In
• The exact date of incorporation as it was filed by the
addition, you must pay all unpaid tax, additional charges, and
Department of State.
interest previously assessed. Make taxes payable to the
• The signature of the president and secretary, or one of the
Department of Taxation and Finance
.
alternative methods prescribed by Section 104(d) of the
Business Corporation Law.
A corporation is liable for franchise tax after it is dissolved only if
it conducts business during such period. A dissolved corporation
If you file a Certificate of Amendment , include the $60 filing fee
that limits its activities to the liquidation of its business and its
Secretary of State
payable to the
. Forward the Certificate of
affairs, the disposition of its assets, and distribution of the
Amendment and the attached fee to the Corporation Tax
proceeds, is not taxable. If you are not sure if reinstatement of
Reinstatement Unit for simultaneous filing with Form TR-56.
the corporation is required, see Need help? below.
Mail all requests, returns, and fees to: NYS Tax Department,
Filing fee
Corporation Tax Reinstatement Unit, Building 8 Room 958,
W A Harriman Campus, Albany NY 12227. Telephone:
The fee for filing the TR-56 or TR-57 certificate is $50 if the
1 800 972-1233.
certificate is filed no later than three months after the date of
publication of the proclamation dissolving or annulling the
Need help?
authority of the corporation. If filed later than three months after
Telephone assistance is available from 8 a.m. to 5:55 p.m. (eastern
this date, an additional amount is required that must be equal to
time), Monday through Friday.
1
/
of 1% of all shares of stock with par value on the date of
Business tax information: 1 800 972-1233
40
Forms and publications: 1 800 462-8100
dissolution or revocation, plus 2.5 cents for every share of stock
From areas outside the U.S. and outside Canada: (518) 485-6800
with no-par-value that the corporation was authorized to have
Fax-on-demand forms: 1 800 748-3676
on the date of publication of the dissolution or annulment.
Hearing and speech impaired (telecommunications device for the
deaf (TDD) callers only): 1 800 634-2110 (8 a.m. to 5:55 p.m.,
Availability of name
eastern time).
For the corporation to be reinstated under its original name, the
Internet access:
Tax Department must verify with the Department of State that
Persons with disabilities: In compliance with the Americans with
the name is available and is not similar to the name of another
Disabilities Act, we will ensure that our lobbies, offices, meeting
domestic or authorized foreign corporation formed or authorized
rooms, and other facilities are accessible to persons with disabilities. If
after the corporation was dissolved. If the corporation name is
you have questions about special accommodations for persons with
disabilities, please call 1 800 225-5829.
not available, the Tax Department will notify the taxpayer, who
must then select another name and have its availability verified
If you need to write, address your letter to: NYS Tax Department,
with the Department of State. The name of the corporation that
Taxpayer Contact Center,
W A Harriman Campus, Albany NY 12227.

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