New York Codes, Rules and Regulations
Title 20 - DEPARTMENT OF TAXATION AND FINANCE
Chapter I - Franchise and Certain Business Taxes
Subchapter D - Corporate Tax Procedure And Administration
Part 37 - Miscellaneous
Section 37.1 - Consent of the Commissioner of Taxation and Finance
Universal Citation: 20 NY Comp Codes Rules and Regs ยง 37.1
Current through Register Vol. 46, No. 12, March 20, 2024
(a)
(1) The
consent of the Commissioner of Taxation and Finance must be secured by every
domestic corporation which seeks to:
(i)
dispose of all or substantially all of its assets to a new corporation (section
909[d] of the Business
Corporation Law);
(ii) merge or
consolidate with a foreign corporation where the surviving or consolidated
corporation is a foreign corporation (section
907[f] of the Business
Corporation Law);
(iii) dissolve
(section
1004 of the Business Corporation Law);
or
(iv) reinstate its corporate
status after being dissolved by the Secretary of State by proclamation (section
203-a[7] of the Tax
Law).
(2) The consent of
the Commissioner of Taxation and Finance must be secured by every foreign
corporation which:
(i) applies for authority
to do business in New York State (section 1304[a] [8] or section
1530[a][8] of the Business
Corporation Law), provided such corporation does not make the statement
regarding its lack of activity in this State provided for by section
1304(a)(8) or section
1530(a)(8) of the Business
Corporation Law;
(ii) seeks to
surrender its authority to do business in New York State (section
1310[b] of the Business
Corporation Law); or
(iii) seeks to
restore its authority to do business in New York State after annulment thereof
by the Secretary of State by proclamation (section
203-b[7] of the Tax
Law).
(3) Before the
consent of the Commissioner of Taxation and Finance is issued for each of the
corporate processes described in paragraphs (1) and (2) of this subdivision and
for all other cases where a domestic or foreign corporation is required by any
other statute to secure such consent, the taxpayer must have filed all tax
reports or returns and paid all fees and taxes imposed under the Tax Law or any
related statute, as defined in section
1800 of
the Tax Law, as well as penalties and interest charges related thereto, accrued
against the taxpayer.
(b)
(1) For
the corporate processes described in subparagraphs (i), (ii) and (iii) of
paragraph (1) of subdivision (a) of this section and subparagraph (ii) of
paragraph (2) of subdivision (a) of this section and for all like corporate
processes provided for by any other statute, the corporate franchise tax report
showing the computation of corporate franchise tax for the taxable year (see
section
1-2.4 of
this Title - Definition of taxable year) which includes the proposed date of
the corporate process and for the next preceding taxable year may be made, to
the extent necessary, on an estimated basis and must have annexed thereto an
affidavit of an officer containing a computation of such tax of the taxpayer up
to the nearest practicable date and explanation of the manner of computation of
such tax on an estimated basis for the period between such date and the
proposed date of the corporate process. At the time of filing a corporate
franchise tax report done on an estimated basis, the Commissioner of Taxation
and Finance may require a deposit of money or may prescribe some other method
of securing the payment of corporate franchise tax as finally computed, in
order to protect the interests of New York State.
(2) Where a corporate franchise tax report
done on an estimated basis is filed, a final report must be filed with the
Department of Taxation and Finance within 30 days after the corporate process
is effective. The Commissioner of Taxation and Finance may grant a reasonable
extension of time for filing the final report (see section
6-4.4
of this Title - Extension of time for filing reports).
(c) Where an application for consent to dissolution is filed with the Commissioner of Taxation and Finance prior to the commencement of any tax year or period, by a corporation subject to tax under Article 9 or 9-A of the Tax Law, such corporation shall not be liable for any tax imposed by such articles for such following year or period (except as may be otherwise provided in sections 191, 182[9], 182-a[9], 182-b[9] and 209[3] of the Tax Law), provided:
(1) its certificate
of dissolution is duly filed in the office of the Secretary of State within 90
days after the commencement of such tax year or period, and
(2) such corporation does not conduct
business in such tax year or period.
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