How to Dissolve an LLC in New York: Filing and Deadlines

To dissolve an LLC in New York, file Articles of Dissolution (Form DOS-1366-f) with the Department of State within 90 days of the event that triggered dissolution, pay a $60 filing fee, and work through the tax filings, creditor payments, and account closures that finish the job. The state paperwork is the smallest part. Most of the work sits in the wind-down.

Decide and Document the Dissolution

Start with your operating agreement. Many agreements spell out who votes, what percentage is needed, and what notice members must receive to dissolve. If yours is silent, New York law defaults to requiring a vote or written consent of at least a majority in interest of the members.1New York State Senate. New York Limited Liability Company Law Article 7 – 701 Dissolution

Once members agree, put it in writing. Draft a formal resolution or record minutes from the meeting. This documentation does two jobs: it satisfies the internal formality, and it names the “event giving rise to dissolution” you’ll describe on the state form. If a dispute comes up later about whether the LLC was properly dissolved, that signed resolution is your best protection.

Other events can also trigger dissolution under New York law: a date specified in the articles of organization arriving, a triggering event listed in the operating agreement, the LLC ending up with no members and no written continuation within 180 days, or a court order after a member petitions for judicial dissolution.1New York State Senate. New York Limited Liability Company Law Article 7 – 701 Dissolution2New York State Senate. New York Limited Liability Company Law Article 7 – 702 Judicial Dissolution Most voluntary closures come through the member-vote path.

Settle Debts and Notify Creditors

Dissolution doesn’t erase what the LLC owes. Identify every outstanding obligation — loans, vendor invoices, leases, service contracts — and notify creditors that the LLC is closing. Pay or settle each balance. If the LLC’s assets can’t cover everything, order matters: creditors get paid before members receive any distribution of what’s left.3New York State Senate. New York Limited Liability Company Law Article 7 – 704 Distribution of Assets

File Final Tax Returns

File final returns with New York State and the IRS before or shortly after dissolution. On the state side, that means your final income tax return, a final sales tax return if you hold a Certificate of Authority, and a final Form NYS-45 if you had employees. The NYS-45 is due within 30 days of the date you stopped paying wages, and you’ll note that date on the return. Destroy your Certificate of Authority once the final sales tax return is filed.4Department of Taxation and Finance. Close or End a Business

Federal filings depend on how your LLC is classified for tax purposes:

  • Single-member LLC treated as a disregarded entity: final Schedule C with Form 1040, plus Schedule SE if net earnings are $400 or more.
  • Multi-member LLC taxed as a partnership: final Form 1065 with the “final return” box checked, and a final Schedule K-1 to each member.
  • LLC taxed as a C corporation: final Form 1120, plus Form 966 within 30 days of adopting the dissolution resolution.
  • LLC taxed as an S corporation: final Form 1120-S with final Schedule K-1s, plus Form 966.

If you had employees, file final versions of Form 941 (or 944), Form 940, and issue W-2s, checking the box that the business has closed and entering the final wage payment date. For any independent contractor paid $600 or more during the final year, file Form 1099-NEC.5Internal Revenue Service. Closing a Business

To close your IRS business account and cancel your EIN, send a letter that includes the LLC’s legal name, EIN, business address, and reason for closing. If you kept the notice the IRS sent when it assigned your EIN, include a copy. Mail it to Internal Revenue Service, Cincinnati, OH 45999. The IRS won’t close the account until all required returns are filed and all taxes paid.5Internal Revenue Service. Closing a Business

File the Articles of Dissolution

The formal state document is the Articles of Dissolution, Form DOS-1366-f, available from the New York Department of State.6Department of State. Articles of Dissolution for Domestic Limited Liability Companies Fill in:

  • The LLC’s name, exactly as it appears in Department of State records. If the name changed since formation, include both the current and original names.
  • The filing date of the original articles of organization, again matching state records. If you’re unsure, check the Department of State’s entity database or request a certificate of status.
  • The event that triggered dissolution — for example, a vote by a majority in interest of the members.

The filing fee is $60.7New York State Senate. New York Limited Liability Company Law Article 11 – 1101 Fees Mail the form and fee to New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.6Department of State. Articles of Dissolution for Domestic Limited Liability Companies

The 90-Day Deadline

You must file the Articles of Dissolution within 90 days after dissolution and the start of winding up.8New York State Senate. New York Limited Liability Company Law Section 705 Articles of Dissolution If members vote to dissolve on March 1, the filing window closes around May 30. Don’t let it lapse.

Expedited Processing

If you need faster turnaround, the Department of State offers three expedited tiers on top of the $60 filing fee, applied per document:9Department of State. Fee Schedules

  • 24-hour processing: $25
  • Same-day processing: $75
  • 2-hour processing: $150

Wind Up and Distribute What’s Left

Filing the Articles of Dissolution cancels the LLC’s registration, but the cleanup phase — “winding up” in the statute — continues. Unless the operating agreement says otherwise, the members themselves handle it. During winding up, the LLC can still settle debts, sell property, resolve lawsuits, and distribute remaining assets. If members disagree about how to proceed, any member can ask the state supreme court to appoint a receiver or liquidating trustee.10New York State Senate. New York Limited Liability Company Law Section 703 Winding Up

After all creditors are paid, remaining assets go to the members. If the operating agreement specifies a distribution method, follow it. Otherwise, New York law returns each member’s original contributions first, to the extent not already returned, and then distributes any remainder in the proportions members normally share distributions.3New York State Senate. New York Limited Liability Company Law Article 7 – 704 Distribution of Assets

Close Accounts, Licenses, and Registrations

Work through the administrative closeout:

  • Close all business bank accounts and credit lines once final transactions clear.
  • Cancel any state, county, or city licenses and permits the LLC holds.
  • If the LLC registered as a foreign entity in other states, file a cancellation or withdrawal in each one. Every state has its own form and fee.
  • Cancel business insurance. If you carried claims-made professional liability coverage, ask about extended reporting (“tail”) coverage, which protects against claims filed after dissolution for work done while the policy was active.
  • Keep business records, tax returns, and financial documents for at least seven years. The IRS can audit returns up to three years back, or six in some cases, and New York’s statute of limitations for certain tax assessments can reach further.

What Happens If You Skip the Filing

Walking away without filing the Articles of Dissolution is one of the more expensive shortcuts in small-business law. The state doesn’t know you’ve stopped operating, so obligations keep accruing.

New York requires every LLC to file a biennial statement with the Department of State every two years, at a $9 fee. Miss it and the state’s records flag your LLC as past due, which can block financing, real estate transactions, and other business dealings.11Department of State. Biennial Statements for Business Corporations and Limited Liability Companies Unfiled biennial statements also mean the Department of State may have an outdated address for your LLC. If someone serves legal process through the Secretary of State, you may never see it, and that’s how default judgments happen.

State tax returns will keep coming due each year, and the IRS expects returns until it knows the business has closed. If the state eventually dissolves the LLC administratively for non-compliance, people acting on behalf of the entity during that period can face personal liability, the LLC may lose the ability to bring lawsuits, and another business can claim the name. Cleaning up that mess costs far more than $60 and a stack of forms.