LLC Dissolution by New York: What Happens & How to Respond

What happens if my LLC is dissolved by New York?

New York does not automatically dissolve LLCs for missing the Biennial Statement filing. However, your LLC will be marked "past due" in Department of State records, preventing you from obtaining good standing certificates and conducting legitimate business. Once dissolved—whether voluntarily or by the Department—your LLC loses legal status, personal liability protection ends, and you must wind up affairs, pay debts, and file Articles of Dissolution under N.Y. Ltd. Liab. Co. Law §§ 701–705.

What Happens After Dissolution?

Your LLC ceases to exist as a legal entity. You cannot conduct business, enter contracts, or obtain financing. You must immediately:

Wind up affairs: Collect remaining assets, pay or reserve for all liabilities, and distribute remaining property per your operating agreement and Article 7 of the LLC Law
File final tax returns: Submit final federal (Form 1065) and New York State returns, even if no income was earned
File Articles of Dissolution: Submit to the Department of State ($60 filing fee) at https://filing.dos.ny.gov/ or by mail to One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231

Personal liability does not end automatically. Creditors may still pursue claims against members for debts incurred before dissolution.

How to Prevent Dissolution

File your Biennial Statement every two years during the calendar month your Articles of Organization were filed. The $9.00 filing fee is due with no grace period. File online at https://filing.dos.ny.gov/ or contact the Statement Unit at (518) 473-2492 for paper forms.

If your LLC is past due but not yet dissolved, file the overdue Biennial Statement immediately to restore good standing status.

If Your LLC Is Already Dissolved

Contact the New York Department of State, Division of Corporations, at (518) 473-2492 or visit https://dos.ny.gov/ to determine your LLC's status and explore reinstatement options under the LLC Law. Reinstatement procedures vary depending on whether dissolution was voluntary or administrative.

Filing Authority: New York Department of State
Address: One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
Business Search: https://apps.dos.ny.gov/publicInquiry/
Online Filing: https://filing.dos.ny.gov/

This is general information, not legal advice.