How to Dissolve an LLC in New York: Forms, Fees, Tax Rules

How to dissolve an LLC in New York, in order

The general sequence is in our guide on how to dissolve an LLC. New York sets a clock on it: once the LLC dissolves and begins winding up, it has 90 days to file articles of dissolution under LLC Law section 705 (section 705).

• Approve the dissolution under the operating agreement. That vote or event is what starts the 90 days.
• Look up the LLC's exact name and the filing date of its articles of organization on the Department of State's database. The articles of dissolution must match both exactly.
• Close state tax accounts: a final NYS-45 within 30 days of the last wages, a final sales tax return, and the Certificate of Authority destroyed (Tax Department).
• If you are selling the business or its assets, give each prospective buyer Form TP-153.
• Send the Articles of Dissolution with the $60 fee to the Division of Corporations in Albany, by mail or email (Department of State).
• File the final federal return and close the EIN account (IRS).

Source: New York LLC Law section 705: articles of dissolution

Filing New York Articles of Dissolution with the Department of State

The Department of State's instructions are to complete the Articles of Dissolution and forward them, with the statutory $60 fee, to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Fees can be paid by cash, check, money order or card through the Credit Card/Debit Card Authorization Form; checks should be payable to the "Department of State", cash should not be mailed, and checks over $500 must be certified (Department of State). The Division now asks for all filings by email or mail and no longer accepts faxes (Division of Corporations). The $60 fee is set by LLC Law section 1101 (section 1101).

Expedited handling is optional: $25 per document for 24 hours, $75 for the same day, or $150 within 2 hours, paid separately and marked "Expedited Processing" on the envelope. The cancellation of the articles of organization takes effect when the articles of dissolution are filed (section 705).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: New York Department of State: Articles of Dissolution for domestic LLCs

New York taxes: what the LLC still has to close

The Tax Department's own instructions say written consent from the Tax Department is not required for limited liability companies (TR-125). That does not mean the accounts close themselves. Its ending-a-business page lists the steps (Tax Department):

• Withholding: file a final Form NYS-45 within 30 days of the date you stopped paying wages, give that date on line 23, and contact the Department of Labor about the unemployment insurance account.
• Sales tax: file a final sales tax return and destroy the Certificate of Authority.
• Asset sales: give each prospective buyer Form TP-153, Notice to Prospective Purchasers of a Business or Business Assets, and check whether real estate transfer tax is due on property or a controlling interest.
• LLC filing fee: partnership-taxed LLCs pay an annual filing fee set by New York source gross income, $25 when there was none in the preceding year (annual filing fee). Check whether one is due for the year you close.

Source: NYS Tax Department: ending a business

Does New York require publication when an LLC dissolves?

No newspaper notice is part of the dissolution filing. Section 705 lists what the articles of dissolution contain: the name, the date the articles of organization were filed, the event that caused the dissolution and any other information the filers choose (section 705).

New York's well-known publication rule is in section 206 and applies after formation. An LLC that never filed its certificate and affidavits of publication has its authority to carry on business in New York suspended (section 206). If your LLC never published, ask a New York attorney how that affects your wind-down before you file.

Source: New York LLC Law section 206: publication

Dissolving a New York corporation: Tax Department consent first

Corporations follow a three-step process: get written consent from the Tax Department, prepare the Certificate of Dissolution, and file both with the Department of State. To get consent, check Business Online Services for open bills and missing returns, then file a final corporation tax return on the usual form with the Final box marked. If everything is filed and paid, the Tax Department issues Form TR-960, Consent to Dissolution of a Corporation (TR-125).

The Department of State requires that consent to be attached, and a corporation that did business in and owed tax to the City of New York also attaches the consent of the New York City Commissioner of Finance. The fee is $60 (BCL 104-A). The corporation's existence ends on the date the Department of State files the certificate, and the law allows no other effective date (Department of State). For the federal side, see how to dissolve a corporation.

Source: NYS Tax Department: voluntary dissolution of a New York corporation (TR-125)

What happens if you never file in New York

A New York LLC does not end on its own. Its articles of organization are cancelled when articles of dissolution are filed (section 705), so until then the company remains on the Department of State's records.

Corporations face dissolution by proclamation: if a corporation does not file franchise tax returns or pay franchise taxes for two or more years, the Secretary of State may dissolve it by proclamation. That is not a shortcut. A corporation dissolved by proclamation must keep filing returns and paying taxes or fees until it is reinstated or completes the voluntary dissolution process (TR-125).

Source: NYS Tax Department: voluntary dissolution of a New York corporation (TR-125)

Foreign LLCs and corporations authorized in New York

An LLC formed elsewhere surrenders its New York authority by filing a certificate of surrender of authority under LLC Law section 806, for $60 (section 1101). The surrender does not end the Secretary of State's authority to accept service of process for claims arising from business done in New York (section 806).

A foreign corporation also files a Certificate of Surrender of Authority, but first needs the Tax Department's consent under its TR-199 instructions (TR-199).

Source: New York LLC Law section 806: surrender of certificate of authority

Records to keep, and export before the software goes

Keep the Department of State filing receipt, the final NYS-45 and sales tax returns, any TP-153 paperwork and the final federal returns. The IRS asks for employment tax records to be kept at least 4 years after the tax is due or paid (IRS).

Export the operating records before cancelling the tools that hold them; our guide to export company records before closing lists what to pull from each system, and what to do with business records after closing covers retention.

Source: IRS: How long should I keep records?

A closing New York company's records can be an asset

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Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.