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Tax.appeal.168, Tax Accountant
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Experience:  3+ decades of varied tax industry exp. Tax Biz owner
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I did not file my inc taxes for the last 3 years. As a

Customer Question

I did not file my inc taxes for the last 3 years. As a result my corporation was dissolved by proclamation in the state of New York. It was always an inactive business. I opened the corporation thinking I will start a business, but the idea never materialized. Wondering what is the best course of action
JA: The expert will know how to help. Is there anything else the expert should be aware of?
Customer: just that. do i need to file the missing years or do i just let the corp dissolve? i dont need it.
Submitted: 2 months ago.
Category: Tax
Customer: replied 2 months ago.
I have a bank account with chase opened under the corp name. I use it for personal purposes. The money comes from my 9 to 5 job. W2. Is that account in danger of being confiscated to pay for all the penalties that i incurred for not filing?
Customer: replied 2 months ago.
I checked the state of new york corp listing and this is what is shows:
Selected Entity Name: RAYAR DIRECT INC.
Selected Entity Status Information
Current Entity Name: RAYAR DIRECT INC.
DOS ID #:(###) ###-####Initial DOS Filing Date: OCTOBER 29, 2012
Jurisdiction: NEW YORK
Current Entity Status: INACTIVE - Dissolution by Proclamation / Annulment of Authority (Oct 26, 2016)
Information to reinstate a corporation that has been dissolved by proclamation or annulment of authority by proclamation is available on the New York State Department of Taxation and Finance website at keyword TR-194.1 or by telephone at(###) ###-####
Selected Entity Address Information
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity)
Registered Agent
NONEThis office does not record information regarding the names and addresses of officers, shareholders or directors of nonprofessional corporations except the chief executive officer, if provided, which would be listed above. Professional corporations must include the name(s) and address(es) of the initial officers, directors, and shareholders in the initial certificate of incorporation, however this information is not recorded and only available
Expert:  Tax.appeal.168 replied 2 months ago.

Hello. Thank you for choosing this Q&A service for assistance. We appreciate your trust in us. My name is Angela. I will be assisting you.

Q: do i need to file the missing years or do i just let the corp dissolve?

A: In brief, yes you will need to file the returns until all of the steps are completed to voluntarily dissolve the corporation. SEE BELOW:


Dissolution by proclamation

If a New York corporation 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 voluntary dissolution, the legal entity of the corporation ceases to exist. The important difference is that dissolution by proclamation occurs without a request by the corporation.
  • A corporation dissolved by proclamation must continue to file returns and pay taxes or fees until they:
    1. Have the corporation reinstated
    2. Complete the voluntary dissolution process described below

Procedure for voluntary dissolution

Voluntary dissolution is a two-step process:

  • Obtaining written consent from the Tax Department (which will check to see if the corporation owes back taxes and if it has filed all its returns); and
  • Filing paperwork with the New York Department of State, including a Certificate of Dissolution.
  1. How to get consent from the Tax Department:
    • File a final corporation tax return. Use the form you normally use, but mark an X in the box marked Final at the top of the return.
    • You may also choose to e-file your final return. You must use e-file software that’s been approved by the Tax Department.
    • If the current tax year form is available, you must file using that year’s tax form. If the current year’s form is not yet available, taxpayers may file a short period report using the prior year’s form. The computation of the tax on the final return needs to take into account any tax law changes that are effective for that final tax year. Payment of the tax must be submitted in conjunction with such report.
    • Mail your returns and payments to the appropriate address (see list below).
    • When we receive the final return, we’ll check to see if the corporation is up-to-date with its returns and taxes. This includes any taxes and returns due for any part of a year in which the corporation was in existence.
    • If your corporation has filed all its returns and paid all its taxes, we’ll issue a written consent to dissolve the corporation.
    • If not, we’ll send you a letter telling you what you need to do before we can give our consent.
  2. How to create a Certificate of Dissolution
    • The Department of State has blank certificates, as well as detailed instructions on how to complete and file them.
  3. Complete the process by filing with the New York Department of State
    Once you’ve obtained our consent and prepared the Certificate of Dissolution, you’re ready to file with the Department of State. Your filing must include:
    • written consent from the Tax Department (Form TR-960, Consent to Dissolution of a Corporation);
    • one Certificate of Dissolution; and
    • a check for $60 payable to the New York Department of State.

You may file in person or by mailing to:


Once the Department of State accepts the Certificate of Dissolution for filing, they’ll issue your corporation a filing receipt. The filing receipt establishes the date that the corporation’s existence comes to an end.


Let me know if I can be of further assistance to you regarding this matter. If I have answered your question, I ask that you please take the time and scroll to the top of the page and select 3 or more stars to positively rate my response so that I can receive credit for assisting you. Thank you in advance.

Customer: replied 2 months ago.
What happens if i dont do it and leave it as is. What is my personal liability given its a corporation and not chapter S or LLC.
Also, i know the Federal and state will assess late penalties. Is there a chance to reduce these penalties if I file missing returns given i was never in business to begin with?
Expert:  Tax.appeal.168 replied 2 months ago.

Hello again,

While I do not have a definitive answer for you, it is likely that you will continue to be assessed fees, interest, and or penalties. Typically tax agencies do not consider waiving fees or penalties unless the taxpayer shows reasonable cause for not being in compliance. Even though the corporation never did any business, while it is a corporation on the state books, it is required to file tax returns and be in compliance.

Customer: replied 2 months ago.
My reasonable cause is that i moved overseas as an expat to work in the gulf region. As I made this move, i still file my personal tax returns but i did sign an agreement with the company that i will not have any outside interest in any other company. I assume, my Corporation is dealt with
Expert:  Tax.appeal.168 replied 2 months ago.
Hello again. As i am typing from a cell phone, i ask that you overlook the minor errors. As for your reasonable cause, while it seems reasonable enough to you and i, the irs and NY state will make the decision if your situation qualifies for reasonable cause. I honestly can't tell you whether or not either taxing agency will see your situation as reasonable cause. You will just have to present the situation to them and go from there. Sorry that i cannot provide you with a more definitive answer regarding your reasonable cause. A positive rating is appreciated. Thank you.
Expert:  Tax.appeal.168 replied 2 months ago.

Hello again.

I am ready to call you, however, your contact info no longer shows on the system. It may after 7:00 p.m. EST when I call you. I am going to contact customer service and ask them to provide the link to call you. I think the call expired. Sorry for the inconvenience.

Expert:  Tax.appeal.168 replied 2 months ago.

I sent customer service an inquiry asking them to resend me your contact link. The issue is that we are not allowed to call you direct.

Expert:  Tax.appeal.168 replied 2 months ago.

Hello again. One of my peers sent me info that I was not aware of that may be beneficial for you to know. SEE BELOW:


If he files the NY corporation taxes, there's only a $25 minimum tax if there was no activity. You can go here to calculate the penalties on it... VERYsmall .. best practice is to file so that they'll let him dissolve ...Go here ... ... put in the $25, choose corporation taxes, and the year, and you see the $50 or so penalty.

Based on the above information, your penalties may be quite low.