How to Fill Out and Submit NYS Form TR-960: Consent to Dissolution

New York State Form TR-960 is the request you submit to the Department of Taxation and Finance to obtain written consent to dissolve your corporation, and the Department of State will not accept a Certificate of Dissolution without it. Complete the form with your corporation’s exact registered details, make sure your final franchise tax return is filed and every dollar of tax, interest, and penalty is paid, then mail it to the Corporation Tax Dissolution Unit at W. A. Harriman Campus, Building 8, Room 538, Albany, NY 12227. Plan on several weeks before the signed consent comes back.¹

What TR-960 Does

TR-960 is the mechanism the Tax Department uses to tell the Department of State that your corporation is square with the state on franchise tax. When the department signs it, you attach that signed consent to your Certificate of Dissolution (Form DOS-1337-f) and mail the package, plus a $60 filing fee, to the Department of State’s Division of Corporations in Albany.¹ The corporation is legally dissolved once the Department of State files the certificate. Skip the TR-960 step and the Department of State sends the whole packet back.

Get the Shareholder Vote on the Books First

Before you touch the form, your shareholders need to authorize the dissolution. Under New York Business Corporation Law Section 1001, corporations incorporated after the statute’s effective date, or whose certificate of incorporation expressly says so, need a majority of the votes of all outstanding shares entitled to vote. Older corporations that haven’t amended their certificate need two-thirds. Your certificate can raise the threshold but never lower it below a majority.²

Hold the vote at a properly noticed shareholders’ meeting or obtain unanimous written consent instead. Keep a copy of the adopted resolution. You’ll reference which vote threshold applied when you complete the Certificate of Dissolution later, and a certified copy of that resolution is required for the federal filing described below.

Filling Out the Form

Download the current version of TR-960 from the Department of Taxation and Finance website. The form itself is short, but each field has to match state records exactly, and a mismatch will send it back.

Corporation name. Enter the legal name precisely as it appears on your certificate of incorporation, with the same punctuation, abbreviations, and capitalization. A missing comma is enough to delay processing while staff try to match your request to the account.
Employer Identification Number. Your federal EIN lets the Tax Department pull the account immediately.
Department of State ID number. The entity number assigned when you incorporated. If you don’t have it handy, look it up on the Department of State’s Corporation and Business Entity Database.
Business address. The current mailing address where you want the signed consent sent. A stale address means a lost document.
Final return status. Check the box that indicates whether the corporation’s final franchise tax return has already been filed or will be filed within a stated timeframe. Consent will not issue until that final return is on file, so filing it before or with the TR-960 saves a round trip.
Signature. An authorized officer signs, prints their title, and gives a daytime phone number. The signature certifies that the information is accurate and that the corporation is prepared to settle any remaining balance.

Double-check every field before mailing. A returned form for a name mismatch or missing ID number adds weeks to a process that is already slow.

What the Tax Department Reviews

When your TR-960 arrives, the department checks whether the corporation has filed every required franchise tax return and paid every dollar it owes, penalties and interest included. Clean accounts get the consent. Anything outstanding triggers a letter explaining what needs to be resolved first.¹

The most common holdup is unfiled returns. Every year a corporation stays on the state’s books it owes at least the fixed dollar minimum tax, which starts at $25 for corporations with $100,000 or less in New York receipts and scales up to $200,000 for corporations with receipts over $1 billion.³ Businesses that stopped operating years ago but never dissolved often discover they owe minimum taxes for every silent year, plus interest at the federal short-term rate plus seven percentage points, with a 7.5 percent annual floor.⁴ File and pay before sending TR-960 if you can. It shortens the review considerably.

Where to Mail It and How Long It Takes

Send the completed form to:

NYS Tax Department
Corporation Tax Dissolution Unit
Building 8, Room 538
W. A. Harriman Campus
Albany, NY 12227

Questions before mailing go to the dissolution unit at (518) 485-2639.⁵

Review generally takes several weeks. Straightforward accounts with clean filing histories move faster; accounts with gaps in the return history, open audits, or unpaid assessments take longer because each item has to be resolved before the department signs off. You can call the dissolution unit to check status. When the consent is approved, the department mails the signed TR-960 to the address on your form. Keep it. It attaches to your Certificate of Dissolution.

If the Corporation Did Business in New York City

State consent alone isn’t enough if your corporation incurred any tax liability under the New York City administrative code, including the general corporation tax, unincorporated business tax, or commercial rent tax. The Department of State requires a second consent from the NYC Commissioner of Finance in that case.⁶ The city won’t issue its consent until all city-level taxes, penalties, and interest are paid, or you’ve entered a written payment agreement with the Commissioner.⁷ Contact the NYC Department of Finance directly to request that form and confirm what the corporation owes at the city level. This runs on its own timeline, separate from TR-960.

After the Signed Consent Arrives

With the signed TR-960 in hand (and the NYC consent if applicable), assemble the Department of State package:

Certificate of Dissolution (Form DOS-1337-f), signed by an authorized person, with the corporation’s name, date of incorporation, names and addresses of all officers and directors, and the shareholder vote threshold that applied.
The signed TR-960, and the city consent if required.
A $60 check payable to the NYS Department of State.¹

Mail the packet to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Do not send the Certificate of Dissolution or the $60 fee to the Tax Department. That is a different agency at a different address.⁵

The Federal Filing Runs on Its Own Clock

New York’s process is only the state side. Within 30 days of adopting the resolution or plan to dissolve, you must file IRS Form 966, Corporate Dissolution or Liquidation, with a certified copy of the shareholder resolution attached. If the plan is later amended, file a new Form 966 within 30 days of the amendment.⁸⁹ The 30-day clock starts on the vote, not on the day TR-960 comes back approved, so most corporations file Form 966 well before the state consent arrives. You’ll also file a final federal corporate income tax return (Form 1120 or 1120-S) for the last tax year, with the “final return” box checked.

1
New York State Department of Taxation and Finance. Instructions for Voluntary Dissolution of a New York Corporation
2
New York State Senate. New York Business Corporation Law 1001 – Authorization of Dissolution
3
New York State Department of Taxation and Finance. Definitions for Article 9-A Corporations – Section: Fixed Dollar Minimum Tax for General Business Taxpayers
4
New York State Senate. New York Tax Law Section 1096 – General Powers of Tax Commission
5
New York Department of State. Certificate of Dissolution for Domestic Business Corporations
6
New York State Senate. New York Business Corporation Law 1004 – Certificate of Dissolution; Filing
7
American Legal Publishing. NYC Administrative Code 11-133 – Consent to Dissolution of a Corporation
8
Office of the Law Revision Counsel. 26 USC 6043 – Liquidating, Etc., Transactions
9
IRS. Form 966 (Rev. October 2016)