How to Dissolve an LLC in New York (2026)
New York LLC owners close their company by filing Articles of Dissolution (DOS-1366-f) with the Department of State's Division of Corporations. The filing fee is $60.
This guide covers voluntary dissolution of a domestic New York LLC, the kind your members choose to wind down by vote or written consent. A foreign LLC leaving New York files a different form. See the FAQ below.
Skipping this process doesn't make the LLC disappear. The state keeps expecting filings and fees until you close it out.
Quick Summary
- File your final tax returns before you submit the dissolution form. New York still expects those filings even after the LLC is gone.
- File once a majority in interest of members votes or consents in writing. New York has no shortened form for domestic LLCs.
- Keep your filed certificate on hand. Banks and vendors may ask for it before they'll close accounts tied to your dissolved LLC.
New York LLC Dissolution Quick Reference
Here's the quick reference for closing a domestic LLC in New York. It lists the filing form, fee, and processing details covered in this guide.
| Detail | Information |
|---|---|
| Form name | Articles of Dissolution (Domestic LLC), DOS-1366-f |
| Filing fee | $60 |
| Expedited options | $25 (24 hours), $75 (same business day), $150 (2 hours) |
| Standard processing | Not published by the Department of State |
| Online portal | NY Business Express |
| Mail address | NYS Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Ave, Albany, NY 12231 |
| In-person address | Same address, 6th floor, Monday-Friday 9:00am-4:30pm |
| Notarization required | No |
| Tax clearance required (agency) | No (corporations-only rule under the Business Corporation Law) |
| Online filing mandatory for | Nobody. Mail, in-person and fax filing are also accepted |
| Short-form eligibility | None. The same form applies to every domestic LLC |
Step 1: Vote to Dissolve the LLC
How to dissolve an LLC in New York: 6 steps
Your operating agreement sets the dissolution vote, and New York law backs it up. Absent a different threshold in that agreement, a majority in interest of the members can dissolve the company by voting or signing a written consent.[1]
Put the vote in writing even when your agreement doesn't require it. That signed consent becomes the record you'll need if a bank, buyer or the state ever asks why the LLC closed.
Step 2: Notify Creditors About Your LLC's Dissolution
New York's LLC Law doesn't set a formal notice period or claims deadline for creditors, unlike some states' rules. That gap cuts both ways: nothing forces you to wait, but nothing closes the door on a late claim either.
Write to every known creditor anyway. Tell them the LLC is dissolving, ask for a payoff amount or confirmation the balance is clear, and keep those replies with your dissolution records.
You don't need to publish a newspaper notice for this. A direct letter to each vendor, lender and landlord covers what New York asks for here.
Step 3: File Final Tax Returns and Close Tax Accounts
File final returns with the New York Department of Taxation and Finance and close any state tax accounts, including sales tax, before you dissolve an LLC in New York. If your LLC did business in New York City, settle any city tax liability too.
New York doesn't ask LLCs for a tax clearance certificate before dissolving. That consent requirement applies only to corporations under the Business Corporation Law, so an LLC can move to the next step without it.[2]
A multi-member LLC should also check the "Final return" box on Form 1065. A single-member LLC has no matching checkbox on Schedule C, so just stop filing it after the closing year.
Step 4: File the Articles of Dissolution
Send the completed form to the New York Department of State within 90 days of your vote and the start of winding up.[3]
The form asks for your LLC's name, its original filing date and the event that triggered dissolution, plus a signature. No notary is required. New York has no shortened version for smaller companies.
The filing fee is $60. Mail it to the address in the table above, drop it off in person at the same building or file online instead.
If you need it faster, add $25 for 24-hour handling, $75 for same-day service or $150 for a decision within 2 hours.
Step 5: Distribute Remaining Assets
New York's LLC Law sets the order for what's left once the books are closed. Creditors get paid first, including any member who is also a creditor.[4]
After that, members collect any distribution the LLC already owed them, then get their original contributions back. Whatever remains splits according to each member's ownership share.
Value the LLC's remaining property before you divide it. A clean valuation on paper heads off disputes between members later.
Step 6: Close Accounts and Cancel Licenses and Permits
Close the LLC's bank accounts and credit lines once the dissolution is filed and final payments clear, since a closed LLC has no reason to keep an active account open.
Cancel any local licenses, permits or sales tax certificate tied to the business too. Leaving them open can trigger renewal fees or filings for a company that no longer exists.
Close the EIN with the IRS by mail once everything else is settled, and cancel any assumed name (DBA) you filed for the LLC in the county clerk's office.
FAQs
How Long Does It Take to Dissolve an LLC in New York?
How long it takes to dissolve an LLC in New York depends on how you file, since the Department of State doesn't publish a standard timeline. Expedited handling can get a decision in as little as two hours if your paperwork is ready.
How Much Does It Cost to Close an LLC in New York?
It costs $60 to close an LLC in New York, the fee to file the Articles of Dissolution. Expedited handling adds $25, $75 or $150 depending on how fast you need it processed.
Does a New York LLC Need Tax Clearance to Dissolve?
No, a New York LLC doesn't need tax clearance to dissolve. New York corporations face that rule, not LLCs, though filing your final returns before you close up is still smart.
Can You Dissolve a New York LLC Online?
Yes, you can dissolve a New York LLC online through NY Business Express. Mail, in-person delivery and fax filing are also accepted if you'd rather not file online.
How Long Before Someone Can Take Your New York LLC Name?
Someone can take your New York LLC name once your Articles of Dissolution are filed, since that's when the LLC's existence officially ends. New York doesn't hold the name for you after that.
Does a Foreign LLC Use the Same Form to Leave New York?
No, a foreign LLC doesn't use the same form to leave New York. It files a different withdrawal form instead of Articles of Dissolution.
References:
- https://www.nysenate.gov/legislation/laws/LLC/701
- https://portal.311.nyc.gov/article/?kanumber=KA-01166
- https://www.nysenate.gov/legislation/laws/LLC/705
- https://www.nysenate.gov/legislation/laws/LLC/704
This makes me realize I should have thought more carefully about exit strategies when forming my LLC