The New York State

Department of Taxation and Finance

Andrew M. Cuom o - Governor

Thom as H. Mattox - Commissioner

Close or end a business

If you are closing your New York business or if your out-of-state company will no longer conduct business in New York,
follow this checklist to comply with New York State tax law.
What to do:

Additional
information:

File a final business tax return(s) appropriate to your type of business and pay all
outstanding taxes and fees.

If you need an
updated balance of
your outstanding
liabilities, call the
Collections & Civil
Enforcement
Division.

File a final Form NYS-45, Quarterly Combined Withholding, Wage Reporting and
Unemployment Insurance Return, if you had employees and have ceased paying wages.

Your final NYS-45

return is due within
30 days of the date
you ceased paying
wages.

Note: Be sure to provide us with the date you ceased paying wages (line 23), as well as
information on whether or not you sold all or part of your business.
Contact the New York State Department of Labor regarding a change in your unemployment
insurance. Your final NYS-45 return is due within 30 days of the date you ceased paying
wages.
File a final sales tax return if you're registered for sales tax purposes and mail us your
Certificate of Authority.

If you have
questions call the
Withholding Tax
Information Center.
See: TB-ST-265,
Filing a Final Sales
Tax Return;
TB-ST-25,
Amending or
Surrendering a
Certificate of
Authority
If you have
questions, call the
Sales Tax
Information Center.

If you plan to sell or transfer the assets of your business, give each prospective buyer a
copy of Form TP-153, Notice to Prospective Purchasers of a Business or Business Assets.

This document
advises buyers of
the requirement to
notify us of the
purchase.

If you have a Certificate of Registration or any other license or certificate, surrender these
documents.
Corporations: Once you have filed all outstanding returns (including your final return) and
paid all taxes, the department will issue its consent to allow voluntarily dissolution of your
New York corporation, or surrendering your authority to do business in New York (if you are
an out-of-state corporation registered with NYS Department of State). The New York City
Department of Finance has a separate consent requirement for any corporation that has
done business or incurred City tax liability. See their Request for Dissolution form.
New York corporations:
TR-125, Voluntary Dissolution of a New York Corporation
Out-of-state corporations:
TR-199, Surrender of Authority Foreign corporations
If your business owns or leases real property, you should determine if you owe real estate
transfer tax. See Form TP-584, New York State Combined Real Estate Transfer Tax Return
and Credit Line Mortgage Certificate.

Finally, go to the IRS closing a business checklist and be sure that you take the necessary
steps listed.

The New York State

Department of T axation and Finance

If you have
questions, call the
Corporation Tax
Information Center.
See our FAQs or
visit the New York
State Department
of State Web site
for additional
information.

This tax is due

upon the direct
transfer of the
property or a
transfer or
acquisition of a
controlling interest
in a business.