How to Dissolve an LLC in New York: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Members must vote to dissolve the LLC according to your operating agreement or New York LLC Law. If your operating agreement doesn't specify the dissolution process, New York requires unanimous consent from all members unless otherwise stated in the agreement. Document this vote in writing with meeting minutes that include the date, members present, and the dissolution resolution passed.

   Pro tip: Keep detailed records of the dissolution vote as you'll need to reference this decision in your Articles of Dissolution filing with the state.
2. 2

   Obtain Tax Clearance Certificate

   CRITICAL: New York REQUIRES tax clearance before dissolution is finalized. Contact the New York State Department of Taxation and Finance to obtain a tax clearance certificate. You must pay all outstanding franchise taxes, fees, and file your final franchise tax return before the state will approve your dissolution. This certificate proves you've met all tax obligations and is mandatory for dissolution approval.

   Pro tip: Start the tax clearance process early as it can take several weeks. The state will not process your Articles of Dissolution without this certificate.
3. 3

   File Articles of Dissolution with the New York Secretary of State

   Submit the Articles of Dissolution form to the New York Department of State along with the $60 filing fee and your tax clearance certificate. You can file online or by mail. The form requires basic LLC information, the dissolution date, and confirmation that debts and obligations have been addressed. Processing time varies depending on filing method and current workload.

   Pro tip: File online at https://www.dos.ny.gov/corps/llcfaq.asp for faster processing and immediate confirmation of receipt.
4. 4

   Notify Creditors and Settle Debts

   Notify all known creditors of the dissolution in writing and publish notice to unknown creditors as required by New York state statute. The notice period varies by state statute, so allow adequate time for creditors to submit claims. Settle all legitimate debts and obligations before proceeding with asset distribution. Keep records of all notices sent and claims resolved.

   Pro tip: Create a comprehensive list of all creditors including vendors, lenders, landlords, and service providers to ensure you don't miss anyone in your notice process.
5. 5

   Close New York State Tax Accounts

   File your final New York franchise tax return and close all state tax accounts. Contact the New York State Department of Taxation and Finance to formally close your sales tax account (if applicable), employer withholding account, and any other state tax registrations. Obtain written confirmation that all accounts are closed and tax obligations are satisfied.

   Pro tip: Keep copies of all final tax returns and account closure confirmations for your permanent records, as you may need them if questions arise later.
6. 6

   Cancel Your EIN with the IRS

   Close your federal tax accounts by sending a letter to the IRS Cincinnati office stating that you've dissolved your LLC and requesting EIN cancellation. Include your LLC name, EIN, dissolution date, and reason for closure. File your final federal tax returns (Form 1065 for partnerships or Form 1120 for corporations electing corporate taxation). The IRS doesn't formally 'cancel' EINs but will close your account.

   Pro tip: Send your EIN cancellation letter via certified mail to create a paper trail and confirm the IRS received your dissolution notice.
7. 7

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute remaining LLC assets to members according to their ownership percentages as specified in your operating agreement. Follow New York law which requires debts and obligations to be paid first, then member contributions returned, and finally any remaining profits distributed per ownership interests. Document all distributions with written records.

   Pro tip: Get written acknowledgment from each member confirming they've received their final distribution to avoid future disputes about asset division.

Winding-Up Checklist

• Cancel all New York business licenses and permits

  Contact the issuing agencies to formally cancel your business license, professional licenses, and any permits. Some may require written notice or final inspections.

• Close business bank accounts

  After all debts are paid and assets distributed, close your LLC's bank accounts and credit lines. Obtain written confirmation from the bank that accounts are closed.

• Cancel business insurance policies

  Notify your insurance agent to cancel general liability, workers' compensation, and other business insurance policies. You may be entitled to premium refunds for unused coverage.

• Notify vendors, suppliers, and customers in writing

  Send written notice to all business contacts informing them of the dissolution date and any transition arrangements. Include forwarding contact information if applicable.

• File final payroll tax returns and W-2s (if you had employees)

  Submit final quarterly payroll tax returns to the IRS and New York State, and issue final W-2s to employees. Close your employer accounts with both agencies.

• Retain business records per New York retention requirements

  Keep corporate records, tax returns, and financial documents for the legally required period. New York generally requires retention of business records for at least six years.