dissolve llc new york If you’re looking to know how to dissolve New York LLC, you’ve come to the right place. When it comes to dissolving LLC, you will need to take several steps to properly terminate the business.  In this article, we’ll walk you through the process of dissolving an LLC in New York, from start to finish. We’ll explain the steps involved, and provide some tips to make it easy for you to dissolve your LLC in New York.

What is Dissolution?

Dissolution is the legal process of terminating Limited Liability Companies. It can be initiated voluntarily by the company or involuntarily by a creditor or other party. The main goal of dissolution is to wind down the company’s affairs and distribute its assets to members and creditors.

How Do You Dissolve NY LLC (Limited Liability Company)? 

The New York Department of State website states that “to dissolve LLC New York, a special form must be completed and filed with the governing body of the LLC.” “The LLC’s governing body will then mail a copy of the LLC’s Articles of Dissolution to the LLC’s registered agent and each member of the LLC.” The New York Department of State website further states: “The Articles of Dissolution must be signed by all LLC members.”

What Do You Need to Do to Dissolve Your New York Limited Liability Company Voluntarily?

Here is how to dissolve NY LLC in 3 Simple Steps.

1. Comply With the Operating Agreement’s Terms for Dissolving the Company

Before any member can dissolve an LLC, the operating agreement must be amended to make the dissolution procedure clear.  The LLC’s operating agreement should include a provision that enables a member to dissolve the LLC at any time, as well as a notice provision that notifies other members if dissolution is occurring. The operating agreement should also define the dissolution procedure. This process is usually initiated by an LLC’s members voting to dissolve the LLC, but it can be initiated by an LLC’s registered agent (who is usually an attorney but could be another LLC member, or a manager of the LLC). The registered agent will notify the other members that dissolution is occurring. The registered agent will also notify the Secretary of State about the dissolution process, who will then send a notice to all members to give them 30 days to cure the LLC’s deficiencies. The operating agreement should also include provisions to dissolve the LLC and wind up its affairs.

2. Terminate the LLC in New York

Here is how to terminate the LLC in New York. Important Parties Will Be Informed: As noted above, a petition to dissolve LLC New York is usually filed with the Secretary of State, who will send a notice to all of the LLC’s members. If there is a quorum requirement or the decision must be unanimous, it should be delineated in the LLC operating agreement. If the operating agreement does not specify how the LLC is to be dissolved, the New York State LLC Act permits dissolution by the written consent of a majority of the members. As with every significant company decision, meeting minutes or records should be maintained. Settlement of Tax and Other Debts: Once the LLC has been fully dissolved, the tax consequences are important. The LLC is usually responsible for all taxes, but the LLC members may be personally liable for taxes that are owed. It is important to make sure that all taxes are paid before dissolution takes place.  Finishing Up Administrative Matters for a Company: The LLC should close out its administrative affairs by doing the following: 1. Notify creditors and other interested parties of the date of dissolution – at least six months in advance. 2. Distribute all assets and LLC property to the members of the company. 3. Distribute the remaining cash to members and any leftover property or leftover cash to creditors (if any). 4. Pay any outstanding taxes, fees, and other debts. 5. Notify the IRS that the LLC is dissolving. 6. Notify the New York State Department of Taxation and Finance of dissolution. Resolution of Legal Claims: You should try to settle claims as quickly as possible.- Generally, creditors have 60 days from the date of the LLC’s dissolution to file a claim. If an LLC member is sued or becomes the target of a lawsuit, the LLC must notify all members of the claim. These notices should be sent by certified mail, return receipt requested. In this case, you should send a copy of the notice to the LLC’s lawyer if you have one. Acquisition and Distribution of LLC Assets: If the LLC has any assets, these should be distributed to the LLC members. If assets are not distributed, the LLC could become a “dormant” LLC. The LLC could still technically exist, but it is essentially inactive due to the lack of ongoing business. A dormant LLC may still be subject to certain taxes, such as franchise taxes and withholding taxes.

3. File a Dissolution Petition

Once the LLC has fulfilled all the closing tasks and distributed all its property, it is time to file Articles of Dissolution with the Secretary of State. The New York Secretary of State does not accept forms by email; they must be sent by mail. Make sure that the articles are completed and that all required signatures are attached to the documents. If your LLC has been previously dissolved, you will need to file new Articles of Dissolution. If the LLC was not previously dissolved, you will need to file and pay the fees to the Secretary of State within 60 days of distribution of the LLC’s property. If you have a complex dissolution, you should consider hiring a law firm to assist you. If you have questions about filing Articles of Dissolution, feel free to contact us.

Here’s the Easiest Way to Dissolve Your New York LLC Without Any Headache 

There is currently no straightforward method to dissolve an LLC in New York state online. However, dissolution paperwork can be filed digitally using Good Bye Startup Instead of spending time and money trying to figure out how to dissolve your company on your own or hiring an attorney, you can simply contact the Good Bye Startup experts and let them handle all the necessary paperwork and filings with the relevant state and federal authorities.


Having an LLC is a great way to start your own business, but be sure to understand the dissolution process if you want to dissolve LLC in New York. If your LLC is not properly dissolved, the LLC could be subject to tax penalties, fines, and other legal consequences. If you have questions about the dissolution of your New York LLC, feel free to contact the experts of Good Bye Startup.

Dissolve LLC in New York: Frequently Asked Questions

Is There a Charge for Dissolving or Canceling a New York LLC?

In New York, the filing fee to dissolve an LLC is $60. You can pay your fee using cash, money order, MasterCard, or Visa.  For expedited processing of your document, the New York Department of State’s Division of Corporations charges the following fees: $25.00 for processing within 24 hours, $75.00 for processing within the same day, and $150.00 for processing within 2 hours.

Can a Dissolved Company Conduct Business?

When a company is dissolved, it is permanently shut down. A firm is no longer allowed to conduct business after being removed from the Company Registration database.

Who Owns the Assets of a Dissolved Company?

Creditors and shareholders are among those who may make claims on the assets of a dissolved company. When a business is bankrupt and unable to pay its debts, it has to undergo dissolution.
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