How to Dissolve an LLC in New York: Steps & Cost

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a New York LLC by confirming a dissolution event (usually a member vote), winding up the business, and filing Articles of Dissolution with the New York Department of State, Division of Corporations, for a $60 fee under Section 705 of the Limited Liability Company Law. File within 90 days of dissolution, and submit final tax returns and a final Form IT-204-LL.

Overview: What Dissolving a New York LLC Means

Dissolving a New York LLC is a legal process, not just ceasing operations. It ends the LLC's existence in the records of the New York Department of State and stops future obligations such as the Biennial Statement and the annual Form IT-204-LL fee. The process has three parts: a dissolution event under Section 701, winding up under Section 703, and filing Articles of Dissolution under Section 705. For the national overview, see how to dissolve an LLC.

Order matters. Dissolution under Section 701 is the triggering decision; winding up under Section 703 is the work of settling the business; and the Section 705 filing is the public act that ends the LLC's legal existence. Doing them out of order - for example, filing Articles of Dissolution before paying creditors - can leave the members exposed, because assets should be applied to liabilities before any distribution. This guide walks the steps in the sequence New York law contemplates, then covers fees, what happens if you simply abandon the LLC, and the special case of a foreign LLC winding down its New York registration.

How to Dissolve a New York LLC, Step by Step

1. Confirm a dissolution event. Under Section 701, an LLC dissolves on the events named in its operating agreement, by the vote or written consent of a majority in interest of the members, at a date fixed in the articles, or when there are no remaining members. A member's death or bankruptcy alone does not dissolve the LLC - the remaining members must vote within 180 days. Document the vote in writing.
2. Wind up the business. Under Section 703, the LLC collects its assets, pays or makes provision for creditors and known liabilities, and distributes any remaining assets to the members. Winding up should be complete before you file, because creditors have priority over members.
3. File final tax returns. File final federal and New York income tax returns, mark them final, and file a final Form IT-204-LL. If you hold a sales tax Certificate of Authority, file a final sales tax return and surrender the certificate. See New York LLC filing requirements and taxes.
4. File Articles of Dissolution. File Articles of Dissolution (Form DOS-1366-f) with the Department of State, Division of Corporations, and pay the $60 fee, within 90 days of the dissolution. The LLC's name and the date of its Articles of Organization must exactly match the state's records.

Step 1: The Dissolution Event (Section 701)

Section 701 sets out the events that dissolve an LLC. The most common is a vote or written consent of a majority in interest of the members. If the operating agreement specifies a dissolution date or triggering event, that controls. An LLC also dissolves when it has no members, unless within 180 days the legal representative of the last remaining member agrees to continue the company. Because a member's death, resignation, or bankruptcy does not by itself dissolve the LLC, the remaining members should act deliberately and record their decision.

Step 2: Winding Up (Section 703)

Winding up is the orderly settlement of the LLC's affairs. Under Section 703, the persons winding up may prosecute and defend suits, settle and close the business, dispose of property, discharge liabilities, and distribute remaining assets. Creditors are paid first; members receive what is left. Handling winding up carefully matters because distributing assets to members before paying creditors can expose members to clawback claims. Keep records of every payment and distribution.

Practical winding-up tasks usually include: notifying known creditors and settling accounts; cancelling leases, licenses, and permits; closing business bank accounts and credit lines after final transactions clear; collecting outstanding receivables; and terminating any commercial registered agent service once dissolution is filed. If the LLC had employees, file final payroll and withholding returns and issue final wage statements. Completing these before you distribute remaining assets to members protects the members from later claims and gives you a clean paper trail if a creditor surfaces after the LLC is closed.

Step 3: Final Taxes and IT-204-LL

Before or alongside dissolution, close out taxes. File final federal returns with the IRS and final New York returns, including a final Form IT-204-LL annual filing fee if your LLC had New York source income. If you collected sales tax, file a final return and surrender your Certificate of Authority to the Department of Taxation and Finance. New York does not require a tax clearance certificate to file LLC Articles of Dissolution, but unpaid taxes can still follow the members.

Step 4: Filing Articles of Dissolution (Section 705)

The final step is filing Articles of Dissolution under Section 705 with the Department of State. The fee is $60. The articles must state the LLC's name, the date its Articles of Organization were filed, the event that gave rise to dissolution, and that the LLC's affairs have been or are being wound up. You must file within 90 days following dissolution and the commencement of winding up, or at any later time when there are no members. Send filings to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, or file online.

Two details cause most rejected filings. First, the LLC's name on the articles must match the Department of State's records exactly, including punctuation and the designator ("LLC" versus "L.L.C."). Second, the filing must be signed by an authorized person. Optional expedited processing is available for an additional Department of State fee if you need the dissolution confirmed quickly - for example, to satisfy a buyer or a lender before a deadline. Within minutes of an accepted online filing, the Department emails a filing receipt in PDF form, which you should keep with your final tax records as proof the LLC is dissolved.

New York LLC Dissolution Fees (2026)

If You Abandon the LLC (and Foreign LLCs)

If you stop using the LLC without dissolving it, the entity keeps existing. Its Biennial Statement obligation continues, and if the LLC had New York source income the Form IT-204-LL filing fee can keep accruing. The LLC name stays reserved and the Secretary of State remains its agent for service of process, so lawsuits can still be served. Formal dissolution is the only way to cleanly stop these obligations. Compare the modest $60 dissolution fee against years of avoidable filings.

There is also a real liability angle. Because the Secretary of State remains the abandoned LLC's agent for service of process, a plaintiff can still sue the entity, and a mailed notice sent to a stale address may never reach you - producing a default judgment against a company you thought was closed. And if the LLC's name was never released through dissolution, it stays unavailable to others and continues to appear as an active, past-due entity on any Certificate of Status. Formal dissolution closes all of these loops at once for the price of a single $60 filing.

If your LLC was formed in another state but registered to do business in New York, you file a Certificate of Surrender of Authority rather than Articles of Dissolution, and you separately dissolve in your home state. If you also have obligations elsewhere, coordinate the timing so you are not paying fees in multiple states, and surrender your New York sales tax Certificate of Authority as part of the wind-down. For a new venture instead of a close-out, start with how to form an LLC in New York and confirm your registered agent and EIN details.

Frequently Asked Questions

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

The fee to file Articles of Dissolution with the Department of State is $60. Optional expedited processing costs an additional Department fee, and you should budget for final tax returns and a final Form IT-204-LL.

What form dissolves a New York LLC?

Articles of Dissolution (Form DOS-1366-f), filed with the Department of State under Section 705, with a $60 fee. The LLC name must exactly match the state's records.

How long do I have to file Articles of Dissolution in New York?

Within 90 days following the dissolution and the start of winding up, or at any later time when there are no members. Filing formally ends the LLC's existence.

What happens if I just stop using my New York LLC?

The LLC continues to exist and its obligations keep running, including the Biennial Statement and any Form IT-204-LL fee. Formal dissolution stops these and gives a clean legal close.

Do I need tax clearance to dissolve a New York LLC?

No. New York does not require a tax clearance certificate to file LLC Articles of Dissolution. Still file all final returns and pay outstanding taxes, because members can remain responsible for unpaid liabilities.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in New York
• New York LLC cost and filing fees
• New York LLC filing requirements and taxes
• New York registered agent requirements
• How to get a business license in New York
• How to get an EIN
• What is an LLC?

Sources

1. New York LLC Law - Section 701, Dissolution (events causing dissolution).
2. New York LLC Law - Section 703, Winding up (settling affairs, paying creditors).
3. New York LLC Law - Section 705, Articles of Dissolution ($60; within 90 days; required contents).
4. New York Department of State - Articles of Dissolution for Domestic LLCs ($60 fee; filing address).
5. New York LLC Law - Section 702, Judicial dissolution.
6. New York Department of Taxation and Finance - Form IT-204-LL instructions (final annual filing fee).
7. New York Department of Taxation and Finance - Sales tax registration and Certificate of Authority (surrender on close).
8. New York Department of State - Division of Corporations.
9. IRS - Limited Liability Company (LLC) (final federal returns).
10. IRS - Closing a Business (federal close-out steps).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and fees change; verify current requirements with the New York Department of State and the New York Department of Taxation and Finance before acting.