Dissolving a New York LLC — Voluntary Dissolution Guide

If you need to close your NY LLC, file Articles of Dissolution with the Department of State. Simply stopping operations does NOT dissolve the LLC — you will continue to accrue filing fee obligations (IT-204-LL) until formally dissolved. For all compliance requirements, see our post-formation guide.

Steps to Dissolve

Step 1: Vote to Dissolve

Per NY LLC Law Section 701, dissolution requires a vote of at least a majority in interest of the members (unless your operating agreement specifies a different threshold).

Step 2: Wind Up Business Affairs

• Pay all debts and liabilities
• Collect outstanding receivables
• Distribute remaining assets to members
• Close bank accounts (after final distributions)
• Cancel contracts and vendor relationships
• File final tax returns

Step 3: File Final Tax Returns

• File final Form IT-204 (mark as "final")
• File final IT-204-LL (final LLC filing fee)
• File final federal return (Form 1065 or 1120-S)
• File consent to dissolution from NY Tax Department (Form DTF-95 or obtain tax clearance)

Step 4: File Articles of Dissolution

File Form DOS-1042 with the NY Department of State:

• Fee: $200
• Required: LLC name, date of filing of Articles of Organization, that dissolution was authorized per the operating agreement or LLC Law
• Attach: Any required tax clearance

Step 5: Post-Dissolution

• Cancel EIN with IRS
• Cancel Certificate of Authority (sales tax) with Tax Department
• Cancel business licenses
• Maintain records for 3+ years (audit risk window)

Cost of Dissolution

FAQ

What happens if I just stop filing instead of formally dissolving?

The LLC continues to exist, and the IT-204-LL filing fee ($25-$4,500) continues to accrue annually. The Tax Department will assess penalties and interest. Eventually, the DOS may administratively dissolve, but you will owe all back fees. Formal dissolution stops the fee obligation immediately.

Can a dissolved NY LLC be revived?

Under NY LLC Law Section 705, a dissolved LLC can be reinstated under certain circumstances by court order. However, this is complex and expensive. It is generally easier to form a new LLC.

How long does the dissolution process take?

From decision to final filing: typically 4-8 weeks (allowing time for winding up, tax clearance, and DOS processing).