How to Dissolve an LLC in New York
To dissolve your New York LLC, approve dissolution under your operating agreement or LLC Law, wind up the business by collecting assets and paying liabilities, then file Articles of Dissolution with the Department of State for a $60 filing fee. N.Y. Ltd. Liab. Co. Law §§ 701–705 govern this process.
Step 1: Obtain Member Approval
Dissolution must be approved according to your operating agreement or N.Y. Ltd. Liab. Co. Law § 701. Review your operating agreement for the required approval threshold—typically member consent or a majority vote. Document this approval in writing before proceeding.
Step 2: Wind Up Your Business
Under N.Y. Ltd. Liab. Co. Law Article 7, you must:
- Collect all assets. Gather cash, receivables, equipment, and other LLC property.
- Pay or provide for liabilities. Settle all debts, taxes, and obligations. If immediate payment is impossible, establish a reserve or escrow account for known liabilities.
- Distribute remaining property. Distribute leftover assets to members per your operating agreement.
Complete wind-up before filing dissolution documents.
Step 3: File Articles of Dissolution
Submit Articles of Dissolution to the New York Department of State, Division of Corporations. File online at https://filing.dos.ny.gov/ or by mail to:
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
The filing fee is $60. Your LLC dissolves as of the filing date.
Tax Obligations
New York does not require a tax clearance certificate for LLC dissolution. However, you must file a final federal tax return with the IRS and a final New York State tax return with the Department of Taxation and Finance. Consult a tax professional to ensure compliance.
Contact Information
New York Department of State
Phone: (518) 473-2492
Website: https://dos.ny.gov/
Online Filing: https://filing.dos.ny.gov/
Verify your LLC's status at https://apps.dos.ny.gov/publicInquiry/.
This is general information, not legal advice.