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Your browser will need to support JavaScript to use all of the NYS Tax and Finance siteSkip BannerNew York StateDepartment of Taxation and Finance MobileDesktopThe New York StateDepartment of Taxation and FinanceAndrew M. Cuomo - GovernorThomas H. Mattox - CommissionerLoginSubscribeContact UsSite MapEspañolOther LanguagesSearch Search TaxSearch TaxHomeIndividualso Individualso E-file and Free File informationo Estimated income taxeso Forms and instructionso Late filing/late paymento Income tax refundo Audits/bills/collectionso STAR Registration Programo Consumer Bill of Rightso Volunteer Income Tax Assistance (VITA)o Taxpayer Rights Advocateo Online Serviceso File and pay other taxeso Income tax creditso Property taxes and assessmentso Request an extensiono Voluntary Disclosure Programo Get Form 1099-Go Identity theftBusinesseso Businesseso Online ServicesEntire Site

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Audits/bills/collectionso Audits/bills/collections homeo Challenge Tax Department actionso Pay a bill (assessment)o Audito Warrants, liens, levies, income executionso Offer in Compromise Programo Interest rateso Criminal prosecutiono Power of attorneyo New York State delinquent taxpayerso Voluntary Disclosure Programo Report tax evasion and fraudLate filing/late paymentE-file software developersDoing business with usInstructions for surrender of authority by foreign business corporation (TR-199)A foreign business corporation may surrender its authority to do business in New York State. Bydoing so, the corporation ends its obligation to pay future New York taxes and fees. These pagesexplain the procedure a foreign corporation must follow to surrender its authority.BackgroundA foreign corporation is one that has been created under the laws of another state or country.Such corporations may conduct business in New York State only if they have obtained formal,written authority to do so from the New York Department of State.Foreign corporations that have been granted authority, and who conduct business in NewYork State, must pay state franchise taxes.Corporations that have been granted authority, but who don’t conduct business in NewYork State, aren’t required to pay state franchise taxes. They must, however, pay anannual maintenance fee to New York State.Ending obligation to pay taxesWhen a foreign corporation decides that it will no longer conduct business in New York, it willwant to end its obligation to pay future taxes and fees. It does this by surrendering its authorityto do business. This procedure involves the following steps:The corporation obtains written consent from the Tax Department, indicating that thecorporation has filed all its returns and paid all taxes and fees.The corporation files the Tax Department consent, a Certificate of Surrender ofAuthority, and a filing fee with the New York Department of State.

The Department of State will review the materials. If it approves the surrender, it willnotify the corporation of the filing date, which is when the corporation’s obligation to paytaxes and fees ends.Authority to do business annulled by proclamationThe New York Secretary of State may automatically annul a foreign corporation’s authority todo business:if the foreign corporation doesn’t file franchise tax returns and pay franchise taxes ormaintenance fees for two or more consecutive years, and doesn’t voluntarily surrender itsauthority.The end result of annulment by proclamation is the same as voluntary surrender of authority: theforeign corporation is no longer authorized to do business in New York State. The importantdifference is that annulment by proclamation occurswithout the corporation’s request andthe corporation must continue to file returns and pay taxes or fees.Procedure for surrendering authority1. CallTo start the surrender process, call the Tax Department’s Corporate DissolutionUnit.Check to see if the corporation has filed all returns and paid all applicable taxesand fees.2. FileFile any outstanding returns and include payment for any taxes due, whethercurrent or delinquent.Be sure to calculate and pay any applicable penalty or interest.Mail your returns and payments to the appropriate address (see the list below).Be sure to write a separate check for each return.Once the corporation is up to date with its returns and payments, we’ll send you awritten consent.3. Create a Certificate of Surrender of Authority.Blank certificates are available on the Department of State’s Web site.If you create your own certificate, be sure that it includes all the informationrequired by section 1310 of the New York Business Corporation Law.4. File the following with the Department of State:Tax Department consentCertificate of Surrender of Authority 60 filing fee, payable to New York Department of State5. Wait for the Department of State to process your paperwork.The Department of State will contact you when they have completed the process.

They’ll tell you the filing date when they accepted your papers. The filing date isimportant because it marks when the corporation’s obligation to file returns andpay taxes or fees ended.If you don’t send us the appropriate forms, fees, returns, or tax payments described above, wewon’t be able to consent to the surrender of authority. If this occurs, your corporation mustcontinue to file returns and pay taxes and fees for any additional periods during which thecorporation remains authorized to do business in New York.Questions? Call the Department of Taxation and Finance Corporate Dissolution Unit.Mailing addressesWhen filing a return or making a payment, be sure to use the correct address:Form CT-3 or CT-3-A WithpaymentNYS CORPORATION TAXPROCESSINGUNIT PO BOX 1909ALBANY NY 12201-1909Form CT-3 or CT-3-AWithout paymentNYS CORPORATION TAXPROCESSING UNITPO BOX 22095ALBANY NY 12201-2095Form CT-3-S With paymentNYS CORPORATION TAXPROCESSING UNITPO BOX 22092ALBANY NY 12201-2092Form CT-3-S WithoutpaymentNYS CORPORATION TAXPROCESSING UNITPO BOX 22096ALBANY NY 12201-2096Form CT-4 With paymentNYS CORPORATION TAXPROCESSING UNITPO BOX 22093ALBANY NY 12201-2093Form CT-4 WithoutpaymentNYS CORPORATION TAXPROCESSING UNITPO BOX 22101ALBANY NY 12201-2101Assessment PaymentsNYS ASSESSMENTSRECEIVABLEPO BOX 4127BINGHAMTON NY 139024127Updated: November 16, 2010Show footerHide footer

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Nov 16, 2010 · nys corporation tax processing unit po box 1909 albany ny 12201 -1909 form ct-3 or ct-3-a without payment nys corporation tax processing unit po box 22095 albany ny 12201 -2095 form ct-3-s with payment nys corporation tax processing unit po box 22092 albany ny 12201 -2092 form ct-3-s without payment nys corporation tax processing unit po box 22096