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07 / 27 / 2015 by Greg Freyman, CPA in Business Tax

How To Dissolve a NYC S-Corporation

I need to dissolve a NYC S corporation. I think there are additional steps that need to be taken into consideration. Please advise.

New York lawmakers recently implemented the most significant tax reform since the 1940s. What’s more, many of these changes go into effect starting in the 2015 tax year. This may be particularly important for entities that intend on dissolving during 2015 as is the case here.

First, it’s important to review the excerpt from TSB-M-15(C)(2) which indicates when to file the final 2015 tax returns and how the tax payment should be calculated if the 2015 returns are not available.

If a corporation wishes to dissolve prior to the close of a tax year that, for federal income tax purposes, begins on or after January 1, 2015, and before December 31, 2015, and the 2015 form is not yet available on the department’s Web site, it should not file a 2014 return. Instead, the corporation must make a payment of its estimated final tax due. The payment should be estimated based on the corporation’s final estimated tax liability under the 2015 corporate tax reform rules and submitted in conjunction with an affidavit signed by an officer of the corporation. The affidavit should describe, in detail, the calculation of the final tax due and include a statement affirming to file a final return no later than 30 days after the 2015 form has been made available on the department’s Web site.

Please note that New York City adopted many of the statutory changes. In addition, for NYC, the filer would request for dissolution and when it is granted, they would send the NYC dissolution consent with their certificate of dissolution to NY state.

Do you need to learn how to dissolve a NYC S Corporation? If so, we can help you complete this complex task. Contact us here.


NY TSB-M-15(C)(2)

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