I just received approval to dissolve an S Corp that closed it doors on 12/31/2008. Since I received the dissolution now in October of 2009, and the company stopped doing business in 2008, my question is do we still need to file a tax return for 2009 for the business? The business is a NYC business and I was the sole shareholder. There was no income or payroll generated in 2009, only rent expense for a few months. (I am willing to forfeit the write off if I have to).

According to New York State, "the corporation will be dissolved and its existence ended on the date the Certificate of Dissolution is filed by the Department of State. The Business Corporation Law does not permit the effective date of dissolution to be other than the date of filing of the Certificate of Dissolution by the Department of State."

Thus, since it appears that you received the dissolution in October 2009, you would be required to file a 2009 Corporate tax return showing minimal activity as you have suggested, and but you should mark it as a "Final tax return."

The fact that you had no activity makes no difference as far as NY State is concerned. It is worth noting that NY State has activitely sought Corporation tax returns for Corporations that have in fact ceased activity, but have not formally been dissolved in NY State.

It would be wise to file the 2009 Tax Returns showing Zero Revenue and Zero Payroll and reporting the few months of Rent that you have paid, and indicating "Final Return" on both the Federal and NY State tax returns.

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