topic S Corp dissolution in NY in State tax filing

S Corp dissolution in NY

patmag — Mon, 09 Mar 2026 08:19:47 GMT

Hello. I had an S Corp with my wife since 2016 in NY. When the pandemic started the business lost its client and there wasn't any activity. We filed a final tax return for 2020 but the Entity is still showing as active. We received a Response to Request for Consent to Dissolution of a Corporation from NT Taxation and Finance stating that we have not filed franchise tax return, and that we must also file returns for MTA surcharge (form CT-3M/4M - tax period ended 12/31/16) with a total of $0.

What should I do in this case?

We are also not sure what do to and if we still need to file our returns with IRS and NY for 2021 in this case.

Re: S Corp dissolution in NY

ZoltanB45 — Sun, 13 Mar 2022 20:56:57 GMT

NY does their dissolution a little different than other states. You file your final return and then you receive a letter from NY where you must respond. If you received that notice and responded, then you won't have to file again. It might still be active because of the failure file prior year forms.

Based on what you wrote, their correspondence is regarding a 2016 issue. You forgot to include form CT-3-M. You have to fill that out and mail it or go back to the tax program that you used to prepare the return and add it.

Did they mention the year the franchise tax return was missing? That would be CT-3-S.