Corporation Voluntary Dissolution and Closure Packet

NEW YORK CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent New York domestic business corporation using one of the authorization statements on current Department of State Form DOS-1337-f. Do not use for an alternative authorization method, disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Tax consent is mandatory for this filing route. Written consent of the New York State Department of Taxation and Finance must accompany the certificate; New York City consent may also be required.

1. ENTITY AND ROUTE CHECK

☐ Department of State record, certificate of incorporation, bylaws, stock ledger, shareholder agreements, and ownership reviewed.

☐ Counsel confirmed that one of Form DOS-1337-f's three authorization statements accurately describes the corporation's approval.

2. NEW YORK AUTHORIZATION GATE

Select only the statement supported by the corporation's records and Business Corporation Law:

☐ Dissolution was authorized at a shareholder meeting by two-thirds of all outstanding shares entitled to vote.

☐ Dissolution was authorized at a shareholder meeting by a majority of all outstanding shares entitled to vote, and counsel confirmed that the majority route validly applies.

☐ Dissolution was authorized without a meeting by unanimous written consent of all holders of outstanding shares entitled to vote.

Approval record

3. CERTIFICATE AND TAX CONSENTS

The Department of State's certificate implements Business Corporation Law § 1003 and requires the exact corporate name, original name if changed, incorporation date, each officer and director, the manner of authorization, and the corporation's election to dissolve.

☐ DOS-1337-f completed with the exact name and filing date from Department of State records.

☐ New York State Department of Taxation and Finance written consent attached.

☐ New York City Department of Finance consent reviewed and attached if required.

☐ Certificate signed by an officer, director, or other authorized person.

As of 2026-07-29, the official Department of State page and form state a $60 filing fee. Recheck the current form, fee, consents, filing address, and expedited options immediately before submission.

4. WINDING UP

Under Business Corporation Law §§ 1005-1006, after dissolution the corporation carries on no business except winding up, while the corporation and its directors, officers, and shareholders may continue to function for that limited purpose. Dissolution does not by itself eliminate existing claims or liabilities.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Liabilities paid or adequately provided for before final shareholder distributions.

Claim and reserve log

Do not use an optional statutory creditor-claim procedure unless New York counsel verifies the selected procedure, notice text, filing, deadlines, and consequences.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal, New York State, and applicable New York City tax work completed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected authorization is documented; required tax consents accompanied the filing; liabilities were paid or provided for before distributions; and the New York certificate was accepted.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• New York Senate — Business Corporation Law § 1001
• New York Senate — Business Corporation Law § 1003
• New York Senate — Business Corporation Law § 1005
• New York Senate — Business Corporation Law § 1006
• New York Department of State — Certificate of Dissolution
• New York Department of State — Form DOS-1337-f

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.