How to Dissolve (Close) an LLC in New York

If you have a limited liability company (LLC) in New York, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in New York. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners, known as members, must vote to dissolve the LLC. In New York, you must have an operating agreement that details the process to do so. If not, New York law requires a majority vote of the members based on ownership percentages or a judicial decree. 

Once one of the above events occurs, draft a resolution to dissolve the LLC and keep it in your records. Again, it’s a good idea to hire an attorney to assist with the process, as the lack of a proper operating agreement complicates dissolution and may cause legal issues. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

In most states, there are formal procedures and requirements for notifying creditors of the LLC’s dissolution. However, new York does not have such requirements. Instead, the law simply states that you must satisfy all liabilities before distributing the remaining assets to members.

In New York, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with New York

In New York, the process to officially dissolve your LLC is to download the articles of dissolution form, fill it out, and file it by mail.

The mailing address is:

New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

The fee for filing dissolution papers in New York is $60.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.