How to File for Withdrawal of a C-Corporation from New York State

If you’re a business owner looking to officially withdraw your C-Corporation from New York State, it's important to follow the proper legal steps to avoid penalties, ongoing tax obligations, and compliance issues. This guide breaks down the process into c

Why Withdraw Your C-Corp from New York?

Some common reasons include:

• You've stopped doing business in New York
• You’ve relocated your operations to another state
• You're dissolving the company altogether
• You want to avoid ongoing franchise taxes and filing obligations

Step-by-Step Guide to Withdraw a C-Corp from New York State

Step 1: Settle All Outstanding Taxes

Before filing for withdrawal, your corporation must be up to date with all New York State taxes, including:

• Corporate franchise tax
• Withholding tax (if applicable)
• Sales tax (if applicable)

Tip: File your final tax returns and ensure no balance is due.

Step 2: Obtain a Tax Clearance Certificate (Form TR-960)

You must request a Consent of the New York State Tax Commission using Form TR-960.

To do this:

• Write a letter to the NYS Department of Taxation and Finance requesting consent for withdrawal
• Include your Federal EIN, NYS Corporation File Number, and the final tax period
• Provide a copy of the Certificate of Incorporation
• Mail to:
  
  NYS Tax Department
  Corporation Tax Dissolution Unit
  Building 8 Room 928
  W.A. Harriman Campus
  Albany, NY 12227

Step 3: Prepare Certificate of Surrender (Form DOS-1396)

Once you receive the tax clearance certificate, prepare and file the Certificate of Surrender of Authority (Form DOS-1396) with the New York Department of State.

Details needed include:

• Exact name of the corporation
• Name of the home state (where the C-Corp was formed)
• Date of authorization to do business in New York
• Statement that the corporation is surrendering its authority

Step 4: File the Certificate with the Department of State

Send the completed Form DOS-1396 along with the Tax Clearance Certificate and filing fee ($60) to:

New York Department of State – Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231-0001

Step 5: Confirm Withdrawal

Once approved, you’ll receive a file-stamped copy of your Certificate of Surrender. Keep this document for your records.

Key Points to Remember:

• You cannot file Form DOS-1396 without first obtaining tax clearance.
• You must file a final franchise tax return even after withdrawal.
• This process is different from dissolving a New York domestic corporation.

Need Help With Withdrawal?

As a Chartered Accountant with experience in U.S. company compliance, I can assist with:

• Filing TR-960 and tax returns
• Preparing and submitting withdrawal forms
• Advising on multi-state tax strategy

Contact us today to smoothly exit New York State without legal headaches.