My small S corp. stopped doing business in '92, and failed to fill out a "Voluntary Dissolution" form. I just received a letter from NYS tax dept- they assessed the corps' tax liability for the year (after the last year of business -'93), and just informed "business name" that $4500 is owed them, but with their amnesty program, monies owed them is reduced to $1700. The corp has no assets. Can NYS try to collect this money from me directly (as I was the sole incorporator), or am I (as an individual) protected from this liability. (I have heard that NYS Tax dept. has been sending out many of these letters).

Actually, it is not NYS only that has been sending out these Amnesty letters, it is also New Jersey State, California, and many other States. I strongly suggest that you indeed take advantage of this amnesty and immediately file these delinquent returns or agree to pay the delinquent tax liabilities.

Now, if the payment of these tax liabilities is a problem I suggest that you contact your CPA to determine your options of whether or not NYS can forgive your tax liability based on your circumstances or simply make a payment plan to NYS to satisfy your Corporations past liability.

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Whatever the reason , some companies must close the door and stop doing business. Without the formal termination of a corps, owners could still be charged fees associated with the business.A Corp must file Articles of Dissolution (sometimes referred to as Certificate of Dissolution or Certificate of Cancellation) when it needs to terminate its existence. Whenever a Corporation or LLC is an active entity at the Secretary of State, it is in existence and has specific obligations to that state (such as filing Annual Reports, paying state fees, and paying taxes). Even if the company is not actually doing any business at all, as long as the company is filed with the state, it is considered to be in existence. For this reason, it is important to officially and formally dissolve your entity with the Secretary of State in order to avoid any unnecessary fees. If a New York corp doesn’t voluntarily dissolve and doesn’t file franchise tax returns or pay franchise taxes for two or more years, the New York Secretary of State may dissolve the corporation by proclamation.With dissolution by proclamation and voluntarily dissolution, the legal entity of the corporation ceases to exist. The important difference is that dissolution by proclamation occurs without a request by the corp.A corp dissolved by proclamation must continue to file returns and pay taxes or fees until they have the corp reinstated. A franchise tax isn't dependent upon a business being a franchise. In tax lingo, "franchise" refers to the State's granting you permission to operate your business and collect any taxes due. Sole proprietorships generally are not taxed. It's based upon total assets or gross receipts though the minimum levels required to trigger a tax liability are fairly high so most small businesses never pay it. Additionally if your tax is less than $1K, you don't have to pay it.

The way an S corp pays state taxes depends on the tax law of the individual state; S corps are regulated by state as well as federal law, so procedures for dissolution will vary among states. The IRS requires that the S corp file a final tax return and make all final tax payments due. A letter stating the name, address and contact information of the person who is taking custody of the corporate records must be included with the return. The IRS also requires the S corp to report the disposing of business property, the exchange of like-kind property and the change in business status. State statutes vary widely, adding to the already complex process of dissolving an S corp. For instance, some states allow for a five-year dissolution period after the shareholders have voted for dissolution. Some states require that the corp provide a Tax Clearance Certificate from the IRS and some require the filing of specific Articles of Dissolution. If the corp is qualified to transact business in other states, those states might require filings as well. The corp may also be required to publish a notice of dissolution in a local newspaper. There are several steps you must complete in a corporate dissolution whether you want to dissolve a corporation in New York or another state. However, each state might run a bit differently, so make sure to talk to a corporate lawyer from your state// Dept of finance of NYS to make sure you are dissolving the corporation the best possible way.




You need to read on You're trying to get to a page that doesn't exist on our site that you need to get consent from NYS tax dept by filing final return and then file for dissolution with dept of state. The date you are dissolved, you should have no assets, no liabilities and all the books are closed, so you should have nothing left @ 12/31 to distribute. The date you are dissolved is the date you file the paperwork and that your business has no assets. You can dissolve in 2013 and still file the tax return in 2014. If you don't dissolve until 2013, then yes, you will have a 2013 filing requirement as well.