Corporation Reinstatement and Revival Requirements in New York

At a glance

Requirements one by one

Confirm that the corporation was dissolved by tax proclamation

Tax Law § 203-a covers domestic stock corporations and corporations formed for profit that reached the Tax Commission's list after two consecutive years of missing required reports or delinquency in assessed taxes for any two years. The section excludes special-act, banking, insurance, and railroad corporations.

The Secretary of State then proclaims the listed corporations dissolved and their charters forfeited. Publication of that proclamation is what makes the dissolution effective. A voluntary or judicial dissolution is not this route.

Three months changes the cost and name rules, not eligibility

Section 203-a states no outside filing cutoff. It reserves the dissolved corporation's name for the first three months after publication. Filing later adds a charge equal to one-fortieth of one percent of authorized par-value shares, plus 2.5 cents for each authorized no-par share.

After that three-month protection ends, a conflicting name requires a simultaneously filed certificate of change. If another available name is chosen, the corporation may submit a written reservation request with payment; the Department of State then holds that name for 30 days to complete the annulment.

The tax cure comes before the Department of State filing

The Tax Department instructs the corporation to confirm its filing and payment record, file outstanding returns, and pay current or delinquent taxes, fees, penalties, and interest. Once the account is current, the Department supplies written consent and a Certificate of Payment of Taxes.

The corporation then files those Tax Department papers and the filing fee with the Department of State. The current instructions specify payment by check or money order. Section 203-a does not state a separate corporation-drafted application, internal approval, corporate signature, notarization, or registered-agent cure for this tax-proclamation route.

The $50 figure is only the base filing charge

The fixed Department of State fee is $50. A filing made more than three months after proclamation also owes the statutory share-based amount, and the tax cure itself depends on the corporation's outstanding returns and state charges.

The current fee schedule offers expedited handling for filings other than biennial statements: $25 for processing within 24 hours, $75 for same-day processing, or $150 for processing within two hours. These charges are added to the filing fee.

Filing annuls the proclamation proceedings

Filing the consent restores the powers, rights, duties, and obligations the corporation had on the proclamation date, with the same force as though the proclamation had not been made or published. Section 203-a does not add a separate exception for a third party that relied on the published dissolution.

That effect clause does not itself say that a separate license returns, a limitations period changes, a contract default disappears, or every inactive-period act is resolved.

What trips people up

• The Department of State is the second stop. The corporation first needs the Tax Department's consent and tax-payment certificate.
• Three months is not an outside deadline. It is the point at which the added share formula and possible name cure become important.
• The $50 fee is not the whole cure amount. Taxes, fees, penalties, interest, the share-based charge, and a name amendment may add cost.
• An available name still matters. A conflict after the reservation period prevents filing unless the corporation changes its name at the same time.

Common questions

What if the corporation was included in the proclamation by mistake? The Tax Commission may certify the error to the Secretary of State. The resulting record entry annuls the dissolution proceedings without using the ordinary arrears-and-consent route.

Are amounts paid to reserve a name or complete a late annulment refundable? No. Section 203-a(7) says money paid to the Secretary of State under that late- annulment process is not returned.

Does the county clerk charge to update its record? No. After an ordinary annulment or an error correction, the Secretary of State sends notice to the county clerk, which files it and updates its records without charge.

Statutes and sources

• N.Y. Tax Law § 203-a — covered corporations, proclamation dissolution, name reservation, tax consent, late-filing formula, name cure, restoration effect, error correction, and county notice. Official New York Senate text (accessed 2026-08-02).
• New York Department of Taxation and Finance reinstatement instructions — outstanding returns and payments, written consent, Certificate of Payment of Taxes, filing sequence, and name check. Official Tax Department instructions (accessed 2026-08-02).
• New York Department of State fee schedule — $50 base charge and optional expedited-handling tiers. Official fee schedule (accessed 2026-08-02).