How to Dissolve an LLC in New York
A New York LLC dissolves under Limited Liability Company Law § 701. Unless the operating agreement requires a greater or lesser percentage, the ordinary voluntary route uses the vote or written consent of at least a majority in interest of the members. After dissolution begins and winding up starts, file Articles of Dissolution (DOS-1366-f) with the New York Department of State within 90 days. The current filing fee is $60, and filing is available online or by submission to the Division of Corporations.
Written & fact-checked by Ahmad Adil, LLC School
Updated September 2026Check the operating agreement first. New York LLC Law § 701 makes the default voluntary approval at least a majority in interest of the members, subject to any greater or lesser percentage required by the operating agreement. Once dissolution occurs, begin winding up and file Articles of Dissolution with the Department of State within 90 days. The filing fee is $60. New York Tax Department consent is required for specified corporation dissolutions, but the ordinary domestic LLC Articles of Dissolution process does not list a separate tax-clearance consent as an attachment or prerequisite.
- Filing authority
- New York Department of State · Division of Corporations
- Final filing
- Articles of Dissolution (DOS-1366-f)
- Current filing fee
- $60
- Filing method
- Online or submit to Department of State
- Default voluntary approval
- Majority in interest, unless operating agreement changes it
- Filing deadline
- Within 90 days after dissolution and winding up begin
- Effective date
- Cancellation effective when Articles are filed
- Tax clearance
- No separate LLC tax-consent prerequisite listed by DOS
What Dissolving a New York LLC Means
New York separates the dissolution event from winding up. Under LLC Law § 701, dissolution can occur on a date or event in the governing documents, by the required member vote or written consent, when there are no members subject to the statutory continuation rule, or by judicial decree.
After dissolution, the LLC does not instantly disappear. Its affairs must be wound up under § 703, and § 705 then requires Articles of Dissolution to be filed with the Department of State.
Before You File: Approve the Dissolution
Read the operating agreement before voting. Under LLC Law § 701(a)(3), the default voluntary rule is the vote or written consent of at least a majority in interest of the members. If there is more than one class or group of members, the statute applies the majority-in-interest requirement to each class or group.
The operating agreement can change the threshold. Section 701 expressly makes the default subject to a governing-agreement requirement for a greater or lesser percentage. Keep the written consent, minutes, or resolution in the LLC's records.
Wind Up the New York LLC
Under LLC Law § 703, unless the operating agreement provides otherwise, the members may wind up the LLC's affairs. Winding up includes settling and closing the business, disposing of property, prosecuting or defending proceedings, discharging liabilities, and preparing the remaining assets for distribution.
Articles of Dissolution are not a substitute for this closeout work. New York requires the filing within 90 days after dissolution and commencement of winding up.
Pay Creditors and Handle Liabilities Before Member Distributions
LLC Law § 704 puts creditors first. During winding up, the LLC's assets go first to creditors, including members who are creditors, through payment or the establishment of adequate reserves. Only after liabilities are addressed should remaining assets be distributed under the operating agreement and statutory order.
Do not distribute cash or property too early. Reserve enough for known and reasonably anticipated liabilities before making final member distributions.
File New York Articles of Dissolution
File Articles of Dissolution (DOS-1366-f) under LLC Law § 705. The filing states the LLC's exact name, the date its Articles of Organization were filed, and the event that caused dissolution. The Department of State says the entity name and original filing date must exactly match its records.
The current filing fee is $60. You may file online through New York Business Express or submit the completed Articles of Dissolution and fee to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Optional expedited handling is available for additional fees.
Close New York Tax and Employer Accounts Separately
The Department of State filing does not automatically close every New York tax registration. The Tax Department instructs businesses that are ending to file all final returns appropriate to the business and pay outstanding taxes and fees.
For an LLC, do not automatically apply the corporation-only consent procedure. New York's Tax Department specifically describes tax consent for voluntary dissolution of New York corporations and surrender by foreign corporations. The Department of State's domestic LLC Articles of Dissolution instructions do not list a tax-consent certificate as a filing prerequisite.
If the LLC was registered for sales tax, file the final sales tax return and surrender/end the Certificate of Authority process; the Tax Department says a final sales tax return is generally due within 20 days after business operations cease. If the LLC had employees and permanently ceased paying wages, file a final Form NYS-45 within 30 days of the final payroll date.
What Happens After the Articles of Dissolution Are Filed
Under LLC Law § 705(b), cancellation of the LLC's Articles of Organization is effective when the Articles of Dissolution are filed. Unlike some states, the ordinary New York LLC dissolution statute does not provide a delayed effective date for this filing.
Keep the filing receipt, approval records, creditor/payment records, tax returns, account-closure confirmations, and final accounting records with the LLC's permanent files.
Close the Remaining Business Accounts
- New York Tax Department: file all final returns required for the LLC's actual tax registrations and classification.
- Sales tax: file the final sales tax return and close the Certificate of Authority process if the LLC was registered.
- Employer/UI: if wages permanently stop, file final Form NYS-45 within 30 days and report the final payroll date.
- Licenses and permits: cancel state, county, city, professional, and industry registrations separately where applicable.
- EIN: close the IRS business account after all required federal returns are filed.
Common New York LLC Dissolution Mistakes
- Assuming New York always requires unanimous consent instead of checking the operating agreement and the statutory majority-in-interest default.
- Missing the 90-day deadline to file Articles of Dissolution after dissolution and winding up begin.
- Using an LLC name or formation date that does not exactly match Department of State records.
- Distributing assets before creditors and liabilities are paid or adequately reserved for.
- Assuming corporation tax-consent procedures automatically apply to an ordinary domestic LLC.
- Assuming the DOS filing automatically closes sales tax, payroll/UI, licenses, permits, bank accounts, or the EIN.
Official Sources
- New York DOS — Articles of Dissolution of Domestic LLCs
- New York DOS — Form DOS-1366-f, Articles of Dissolution
- NY LLC Law § 701 — Dissolution
- NY LLC Law § 703 — Winding Up
- NY LLC Law § 704 — Distribution of Assets
- NY LLC Law § 705 — Articles of Dissolution
- New York Tax Department — Close or End a Business
- New York Tax Department — Final Sales Tax Return
- New York Tax/DOL — Final Form NYS-45 Instructions
New York LLC Dissolution — FAQ
Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.
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