How to Dissolve an LLC in New York: A Step-by-Step Guide

If your New York LLC has stopped doing business, or its members have decided to close it, the company remains on the Department of State's records until you file to cancel it. Until then, it can still owe state filing fees and appear as an active entity to anyone who looks it up.

To dissolve a New York LLC, the members approve the dissolution under the operating agreement, the LLC winds up its affairs, and it files Articles of Dissolution with the New York Department of State. The filing fee is $60. Unlike New York corporations, an LLC does not need written consent from the New York State Department of Taxation and Finance before it files. That does not remove its tax obligations. The LLC still files its final state, city, and federal returns.

Below is how each stage works, the deadline New York sets for the filing, and the tax filings that close the company out.

Dissolution starts with an event, not a filing

Under the New York Limited Liability Company Law, an LLC is dissolved when a dissolution event occurs. The most common events are a time or event specified in the operating agreement, a vote or written consent of the members, and a court order. If the operating agreement does not set the vote required, the statute's default rules apply.

Record the event in writing, whether as signed member consent or meeting minutes, and keep it with the company's records. The Articles of Dissolution ask you to state what the event was, so this document is what the filing rests on.

Dissolution and winding up begin at the same point. The LLC is legally dissolved once the event occurs, but it continues to exist for the purpose of closing its affairs.

Winding up settles debts before anything goes to members

During winding up, the LLC stops its ordinary business and closes out what remains. The work typically covers:

Collecting and disposing of assets. Receivables are collected, property is sold or distributed, and contracts are completed or ended.

Handling open matters. Pending legal disputes are settled or defended, and leases, vendor accounts, and subscriptions are closed.

Paying creditors. New York sets a distribution order for a dissolving LLC. Creditors are paid first, including members who are also creditors of the company. Reasonable provision is made for known and contingent liabilities.

Distributing what remains. Only after creditors are paid or provided for do remaining assets go to the members, according to the operating agreement or, absent a provision, the statute.

If the LLC has employees, final wages and accrued benefits are owed on New York's timelines, and those obligations sit ahead of member distributions.

The Articles of Dissolution have a 90-day window

New York requires the Articles of Dissolution to be filed within 90 days after the dissolution event and the start of winding up. This is a statutory requirement, not a suggestion. Many owners assume they can file once everything is finished, but the filing is tied to when dissolution began.

The Articles of Dissolution state:

The LLC's name. It must match the Department of State's records exactly, including punctuation and the LLC designator.

The date the Articles of Organization were filed. This also has to match the state's records. A mismatch is a common reason filings are returned.

The dissolution event. For example, the written consent of the members on a given date.

Any other information the members choose to include.

The filing fee is $60. The Department of State accepts filings online and by mail. Expedited processing is available for an additional fee: $25 for 24-hour handling, $75 for same-day, and $150 for two-hour handling.

When the Department of State files the Articles of Dissolution, the LLC's Articles of Organization are canceled. New York does not require the LLC to publish notice of its dissolution, which is different from the publication requirement that applies when an LLC is formed.

Tax Department consent isn't required, but final returns are

A New York business corporation has to obtain the Tax Department's consent before the Department of State will accept its dissolution. An LLC does not. There is no tax clearance certificate to request and nothing to attach to the Articles of Dissolution.

This makes the state filing faster for an LLC, but it also means nothing in the process checks that the tax side is finished. That is the owner's responsibility, and the filings depend on how the LLC is taxed:

LLC taxed as a partnership or disregarded entity with New York source income. The LLC files its final Form IT-204 (for a multi-member LLC) and pays the annual filing fee on Form IT-204-LL for its final year. The fee is based on New York source gross income and is not prorated for a short final year.

LLC that elected to be taxed as a corporation. The LLC files a final New York corporation franchise tax return, marked as final.

Sales tax. An LLC registered as a sales tax vendor files a final sales tax return and surrenders its Certificate of Authority.

Payroll. An LLC with employees files final withholding returns and closes its New York unemployment insurance account with the Department of Labor.

Filing the Articles of Dissolution while these remain open leaves the liabilities in place. The Tax Department can still assess them against the LLC, and in some cases against responsible persons.

New York City adds its own filings

If the LLC did business in New York City, it may have been subject to the city's Unincorporated Business Tax (for LLCs taxed as partnerships or disregarded entities) or the city's corporate tax (for LLCs taxed as corporations). Either way, the LLC files a final city return for its last year, marked as final.

The city's filings are administered separately from the state's. Closing the state accounts does not close the city ones.

Federal tax filings close on a separate track

Dissolving the LLC with New York does nothing at the IRS. The federal filings depend on how the LLC is taxed.

Single-member LLC taxed as a disregarded entity. The LLC's final year is reported on the owner's return, on Schedule C or the relevant schedule for the owner. There is no entity-level income tax return to mark as final.

Multi-member LLC taxed as a partnership. The LLC files a final Form 1065 with the "final return" box checked and issues final Schedule K-1s to each member.

LLC that elected to be taxed as a corporation. The LLC files a final Form 1120 or Form 1120-S, marked final, and files Form 966 within 30 days of adopting the plan to dissolve.

Foreign-owned single-member LLC. An LLC wholly owned by a foreign person files a final pro forma Form 1120 with Form 5472 for its last year. The $25,000 penalty for a missing Form 5472 applies to the final year the same as any other year.

If the LLC had employees, it also files final federal payroll returns and issues final W-2s. Once all final returns are filed, the IRS can close the LLC's EIN account on written request.

We handle New York LLC dissolutions through Inkle Dissolution, including the Articles of Dissolution, the final state and city returns, and the final federal filings.

Out-of-state LLCs surrender their authority instead

If your LLC was formed in another state, such as Delaware, and registered to do business in New York, you do not file Articles of Dissolution. The LLC files a Certificate of Surrender of Authority with the Department of State. The fee is also $60.

Surrendering authority ends the LLC's right to do business in New York, but it does not dissolve the LLC in its home state. That requires a separate filing there. After surrender, the New York Secretary of State remains authorized to accept service of process for claims arising from the LLC's business in New York, so the company's New York exposure does not end on the filing date.

The bottom line

New York makes the state filing for an LLC straightforward: no tax clearance, no publication, and a $60 fee. The two things that catch owners are the 90-day deadline, which runs from the dissolution event, and the tax filings, which the Department of State never checks. Treat the Articles of Dissolution, the final state and city returns, and the final federal returns as three separate tracks, each of which has to be closed before the company is fully done.

This post is general information, not tax or legal advice. Requirements depend on your LLC's structure, tax classification, and where it did business, so confirm the details for your company before you act on them.

Frequently asked questions

How much does it cost to dissolve an LLC in New York?

The Department of State charges $60 to file Articles of Dissolution for a domestic LLC. Expedited processing costs an additional $25, $75, or $150, depending on the turnaround. The LLC's final-year state filing fee and any outstanding taxes are separate costs.

Do I need tax clearance to dissolve an LLC in New York?

No. New York does not require an LLC to obtain consent from the Tax Department before filing Articles of Dissolution. The LLC still has to file its final state and city returns and pay what it owes, since dissolution does not cancel tax liabilities.

Is there a deadline to file Articles of Dissolution in New York?

Yes. The Limited Liability Company Law requires the Articles of Dissolution to be filed within 90 days after the dissolution event and the start of winding up. The deadline runs from when dissolution began, not from when winding up is finished.

Do I have to publish notice that my New York LLC is dissolving?

‍No. The publication requirement in New York applies when an LLC is formed, not when it dissolves. Dissolution requires only the Articles of Dissolution filed with the Department of State.

What happens if I just stop using my New York LLC without dissolving it?

The LLC stays on the Department of State's records as an existing entity. If it has New York source income or remains registered for state taxes, filing obligations and fees can continue to accrue. Filing Articles of Dissolution and the final returns is what ends them.

Does a Delaware LLC registered in New York file Articles of Dissolution?

No. A foreign LLC files a Certificate of Surrender of Authority to end its New York registration, with a $60 fee. It must also dissolve separately in Delaware to end its legal existence.