To close a New York LLC, you file a Certificate of Dissolution — officially titled Articles of Dissolution — with the New York Department of State, pay a $60 filing fee, and submit it within 90 days after the LLC dissolves and begins winding up its affairs.1New York State Senate. New York Limited Liability Company Law 705 – Articles of Dissolution The filing is short, but it only works if the members have already authorized the dissolution and the company has started settling its debts. And the Department of State filing does not, by itself, close your tax accounts.
Authorize the Dissolution First
The members have to approve the dissolution before anything is filed with the state. Under Section 701 of the LLC Law, the default threshold is a majority in interest of the members, though the operating agreement can set that bar higher or lower.2New York State Senate. New York Limited Liability Company Law 701 – Dissolution
You do not need a formal meeting. Section 407 lets members act by written consent as long as the signatures represent at least the voting interest that would have been needed at a meeting with everyone present. Consents must be delivered to the LLC’s office by hand or by certified or registered mail, and all signatures must be collected within 60 days of the earliest dated one. If the consent is not unanimous, the LLC has to promptly notify the members who did not sign.3New York State Senate. New York Limited Liability Company Law 407 – Action by Members Without a Meeting
Keep the signed vote or written consent in your records. It is your proof that the dissolution was properly authorized if anyone challenges it later.
Wind Up Before You File
Once the members approve dissolution, the LLC enters a winding-up period. Unless the operating agreement says otherwise, the members handle it. They can settle lawsuits, close operations, sell assets, pay debts, and distribute what is left.4New York State Senate. New York Limited Liability Company Law 703 – Winding Up
Section 704 fixes the order. Creditors are paid first, including any members who happen to be creditors, either through direct payment or by setting aside adequate reserves. Only after creditor claims are resolved can members receive distributions, starting with any previously owed distributions and then the return of their capital contributions.5New York State Senate. New York Limited Liability Company Law 704 – Distribution of Assets
This order is not optional. Members who take distributions before creditors are fully paid can be held personally liable for the amounts they received.
What Goes on the Articles of Dissolution
Section 705 requires four pieces of information:
- The LLC’s current name, and the original name if it has been changed.
- The date the articles of organization were originally filed with the Department of State.
- The specific event that triggered dissolution, such as a member vote or an operating agreement provision.
- Any additional information the filer wants to include; nothing else is required.
The Department of State publishes a standardized form, DOS-1366-f, which you can download from its website. The name and filing date on your form must match the state’s records exactly. A mismatch gets the filing rejected.6Department of State. Articles of Dissolution for Domestic Limited Liability Companies
A member, manager, or authorized person signs the form. It must be filed within 90 days after dissolution and the start of winding up.1New York State Senate. New York Limited Liability Company Law 705 – Articles of Dissolution
How to File and What It Costs
Mail the completed form and the $60 fee to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 122316Department of State. Articles of Dissolution for Domestic Limited Liability Companies
Payment can be made by cash, check, money order, MasterCard, Visa, or American Express. Credit or debit card payments require a separate Credit Card/Debit Card Authorization Form submitted with the filing.6Department of State. Articles of Dissolution for Domestic Limited Liability Companies
Standard processing takes several weeks. Expedited service is available for an added fee: $25 for 24-hour processing, $75 for same-day, and $150 for two-hour.7Department of State. Articles of Dissolution of Domestic Limited Liability Companies
Once the Department of State accepts the filing, the LLC’s articles of organization are officially cancelled and the entity’s status changes to dissolved in the public records.1New York State Senate. New York Limited Liability Company Law 705 – Articles of Dissolution
Close Your Tax Accounts Separately
The Department of State filing does not close your tax accounts. You have to deal with the New York Department of Taxation and Finance and the IRS on your own.
New York State
File all final business tax returns and pay any outstanding taxes and fees. If the LLC had employees, file a final Form NYS-45 (quarterly withholding, wage reporting, and unemployment insurance) within 30 days of ceasing to pay wages. If the LLC was registered for sales tax, file a final sales tax return and destroy your Certificate of Authority. Surrender any other licenses or certificates of registration.8Department of Taxation and Finance. Close or End a Business
If the LLC owns or leases real property, check whether a real estate transfer tax applies before you transfer or sell it. If you plan to sell business assets, you must give each prospective buyer Form TP-153, the notice to purchasers of business assets.8Department of Taxation and Finance. Close or End a Business
Federal
A multi-member LLC taxed as a partnership files a final Form 1065 with the “Final return” box checked. A single-member LLC reports final business activity on Schedule C of the owner’s Form 1040. If the LLC elected corporate tax treatment, Form 966 is due within 30 days of the members’ approval of the dissolution.
The IRS cannot cancel an Employer Identification Number, but it can deactivate the account. After all outstanding returns are filed and taxes paid, send a letter with the LLC’s EIN, legal name, address, and the reason for deactivation to the IRS at MS 6055, Kansas City, MO 64108, or MS 6273, Ogden, UT 84201.9Internal Revenue Service. If You No Longer Need Your EIN
What Filing Does and Doesn’t End
Filing the Certificate of Dissolution does not instantly wipe out liability. Section 705 says cancellation of the articles of organization does not affect member liability during the winding-up and termination period. The LLC continues to exist for the limited purpose of closing out its affairs, and members handling that work remain responsible for creditor claims, asset distributions, and any remaining contractual obligations.1New York State Senate. New York Limited Liability Company Law 705 – Articles of Dissolution
Skipping the filing is worse. An LLC that has stopped operating but never formally dissolves stays active in the state’s records and can keep accumulating filing fees, tax obligations, and other liabilities. Filing the Articles of Dissolution and finishing the tax steps is what finally closes the book.