How to Dissolve an LLC in New York — 2026 Filing Guide

Required?

Yes

Who can serve

New York LLCs must maintain a registered agent with a New York address until the DOS accepts the Articles of Dissolution. The registered agent is the entity's contact for service of process during the winding-up period.

Can I serve myself?

Yes

Commercial RA cost

~$125/yr

Cancel your commercial RA subscription after DOS confirmation of the Articles of Dissolution is received. RA services do not auto-cancel on dissolution — get written cancellation confirmation from your RA provider to stop billing.

Renewing or switching? Compare standalone registered agent services — Northwest, Harbor Compliance, Registered Agents Inc., InCorp, and more.

1. Hold a member vote and document written consents per LLCL § 701 Convene a member vote to dissolve the LLC. New York LLC Law § 701 requires consent of at least a majority in interest of the members unless the operating agreement specifies a higher threshold (many NY operating agreements require two-thirds or unanimous consent). Collect written consents from each consenting member — the consents must be in writing and identify the LLC, the date of consent, and each member consenting. Keep these documents in the LLC's permanent records. The DOS does not require submission of the written consents, but they are your legal authorization to proceed with dissolution and protect members if the dissolution is later challenged.
2. File Form AU-196.10 with the NY Department of Taxation and Finance to request DTF tax consent Before filing Articles of Dissolution with the DOS, you must obtain tax consent from the NY Department of Taxation and Finance (DTF). File Form AU-196.10 (Notification of Dissolution or Surrender) with the DTF. The DTF reviews all outstanding state tax obligations across NY income tax, sales tax, withholding tax, and any other applicable NY taxes. If there are outstanding obligations, the DTF will notify you of what must be resolved before consent is issued. Allow 2–6 weeks for DTF processing. DTF consent is free to obtain. Tip: file all outstanding NY tax returns and resolve all balances before submitting AU-196.10 to speed processing.
3. Wind up the LLC's affairs: notify creditors, liquidate assets, pay debts Concurrent with waiting for DTF consent, wind up the LLC's affairs: (1) Send written notice of dissolution to all known creditors, providing a reasonable claim deadline (60–90 days recommended). (2) Collect all outstanding receivables. (3) Pay or make adequate provision for all known debts, liabilities, and obligations — vendor invoices, lease obligations, employee wages (including final payroll tax deposits), and pending legal claims. (4) Liquidate remaining LLC assets (sell equipment, IP, inventory). (5) After all debts are paid and the creditor claim period expires, distribute remaining funds to members in proportion to their membership interests per the operating agreement or LLCL defaults. Document every step.
4. File final New York state tax returns File the LLC's final New York state tax returns: Form IT-204 (New York Partnership Return) for multi-member LLCs taxed as partnerships; individual members file Form IT-201 or IT-203 to report their pass-through share of NY income. Check the 'final return' box. If the LLC had employees, file final Form NYS-45 (Withholding and Unemployment Insurance Return) and remit all withholding balances. If the LLC collected sales tax, file a final sales tax return (Form ST-100 or ST-809) and remit all outstanding sales tax. Resolving all outstanding NY tax obligations accelerates DTF consent.
5. File Articles of Dissolution with the NY Department of State (with DTF consent attached) Once DTF consent is issued and winding-up is complete, file Articles of Dissolution with the NY Department of State through Business Express at businessexpress.ny.gov ($60 fee) or by mail to the Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Attach the DTF tax consent document. The Articles require: the LLC's legal name, its DOS filing number (found on the original Articles of Organization), and a certification that all required member consents have been obtained. Standard online processing: 1–3 business days. Expedited options: $25 (24-hour), $75 (same-day by 3:00 PM EST).
6. File the final federal return and cancel the EIN File the LLC's final federal return: Form 1065 (multi-member LLC taxed as partnership) or Schedule C on Form 1040 (single-member disregarded entity). Check the 'final return' box. For S-corp elections, file Form 1120-S and Form 966 (Corporate Dissolution) within 30 days of the dissolution vote. After the final return is filed and all balances are paid, cancel the EIN by letter to the IRS (Cincinnati, OH 45999). Include LLC name, EIN, reason (business dissolved), and mailing address. EIN cancellation is free; allow 60–90 days for IRS confirmation.
7. Withdraw from other states if the LLC was foreign-qualified, and cancel RA service If the New York LLC was foreign-qualified in other states (Texas, California, Florida, etc.), NY dissolution does NOT automatically withdraw those foreign qualifications. File a Certificate of Withdrawal in each state separately. Cancel your New York registered agent subscription after DOS confirms the Articles of Dissolution are accepted. Cancel any local New York City or other municipal business licenses, permits, or DBA registrations under the LLC's name. Close the LLC's business bank accounts after all checks have cleared.

New York Limited Liability Company Law (LLCL) § 701 (voluntary dissolution — member consent); LLCL § 703 (articles of dissolution); LLCL § 704 (winding up); LLCL § 705 (distributions on dissolution); LLCL § 206 (publication requirement — formation only, not dissolution); NY Tax Law § 1085 (tax clearance); NY BCL § 1004-a (cross-referenced for consent requirements); IRS Rev. Proc. 2013-39 (EIN cancellation).

Direct filing portal: https://businessexpress.ny.gov/

Formation context

Who should form in New York?

Recommended for

New York LLC owners winding down an active or inactive business who want to stop biennial statement filing obligations and DTF tax assessments; Members of multi-member New York LLCs who have voted to dissolve under LLCL § 701; Foreign LLC owners withdrawing their New York registration (note: use Application for Surrender of Authority, not Articles of Dissolution); New York LLC owners dealing with DTF tax obligations who need to resolve back taxes before dissolution can proceed

Tax treatment (default)

New York taxes LLC pass-through income at the individual level — members filing NY returns report their proportionate share of LLC income on Form IT-201 (residents) or IT-203 (part-year/nonresidents). The LLC itself files Form IT-204. On dissolution, liquidating distributions to members are taxable events at the federal level; New York conforms to federal treatment. Consult a CPA on the NY and federal tax consequences of LLC liquidation, especially for LLCs with appreciated assets or real property in New York.

If the New York LLC was foreign-qualified in other states (California, Texas, Florida, etc.), New York dissolution does NOT automatically withdraw those foreign qualifications. File a Certificate of Withdrawal in each foreign-qualified state separately — annual report obligations in those states continue until formal withdrawal. For California and Texas, which have their own tax clearance requirements, allow additional time for the foreign withdrawal process.

No publication requirement in New York — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.

FAQ

Common New York LLC formation questions

Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.

Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.

Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.

Missing your annual report deadline triggers late fees and — if left long enough — administrative dissolution, which voids your LLC's liability shield until reinstated. Know your New York deadline, fee, and the consequences of missing it.

Also see the LLC annual report requirements hub for state-by-state deadlines, fees, late penalties, and reinstatement rules.

If your LLC opens an office, hires employees, or regularly does business in another state, you must foreign-qualify there — or face fines, back taxes, and loss of standing to sue. Our foreign qualification guide covers when you need it, how to file a Certificate of Authority, and what it costs.

Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:

Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.

Commingling personal and business funds is the #1 way LLC owners lose their liability shield. A separate business account — in your LLC's legal name, with your EIN — is the foundational act of corporate formality. Mercury, Novo, Bluevine, Relay, and Found open same-day with no monthly fees. Compare online banks vs. Chase and Bank of America.

How you pay yourself depends on your LLC's tax classification — not what you call the transfer. A disregarded single-member LLC pays via owner draw with SE tax on all net profit. An S-Corp-elected LLC splits income between a W-2 salary (FICA applies) and tax-free distributions. Getting this wrong triggers IRS audit risk and SE-tax errors.

Single-member LLCs file Schedule C with their personal Form 1040 (due April 15). Multi-member LLCs file Form 1065 by March 15. S-Corp-elected LLCs file Form 1120-S by March 15. Know your form, your deadline, and the common deductions — home office, vehicle, retirement contributions, and startup costs — before your first April filing.