How to Dissolve an LLC in New York (2026)

To dissolve an LLC in New York, file Articles of Dissolution with the New York Department of State, for a $60 filing fee. Here's the reassuring part, because New York LLCs have a reputation for expensive red tape: dissolving one is genuinely simple. There's no publication requirement and no tax-clearance requirement for LLCs. New York's notorious, costly newspaper-publication rule applies to forming an LLC, not closing one, and the tax-clearance step that some guides mention applies to corporations, not LLCs.

Here's the full process and the New York-specific specifics.

New York LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement and hold the required member vote or obtain written consent to dissolve, then record it. New York's LLC Law contemplates dissolution upon a triggering event such as member consent, after which winding up begins. The Articles of Dissolution will ask for the LLC's name, the date its articles of organization were filed, and the event that caused dissolution.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Under §705, you file the Articles of Dissolution within 90 days following dissolution and the start of winding up (or at any time there are no members). Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes (no clearance needed)

This is where New York is friendlier than its reputation. Unlike New York corporations, New York does not require LLCs to obtain tax clearance or consent from the Department of Taxation and Finance before dissolving. You should still file your final returns, the Department of Taxation and Finance recommends filing your final business return (typically the IT-204 partnership return for a multi-member LLC), a final sales-tax return if you sold taxable goods, and a final Form NYS-45 if you had employees, and settling any New York City taxes if applicable. But there's no clearance certificate gating your dissolution the way there is for corporations.

Step 4: File the Articles of Dissolution

File Form DOS-1366, Articles of Dissolution, with the Department of State, $60. Filing online is fastest, you receive an email acknowledgment with your filing receipt within minutes, though full processing takes about a week. You can also mail the form with payment to the Albany address (checks payable to "Department of State"; expedited processing is an extra $25). Once filed, your articles of organization are canceled and the LLC's registration ends; your business name becomes available to others the day after processing.

Step 5: Close accounts, licenses, and registrations

Finish by closing the company's footprint: cancel local business licenses and permits, close business bank accounts, cancel the EIN with the IRS if appropriate, and terminate any out-of-state registrations.

The New York wrinkle: it's not the ordeal you've heard about

New York's defining feature for dissolution is how much simpler it is than people expect, and clearing up two myths saves real worry and money.

First, publication. New York is infamous for its LLC publication requirement, when you form an LLC, you must publish notice in two newspapers for six consecutive weeks, which can cost anywhere from a couple hundred dollars to well over a thousand depending on the county (Manhattan is the expensive one). Many people dread anything involving a New York LLC because of this. But the publication requirement applies only to formation, not dissolution. There is no publication requirement to dissolve a New York LLC. (One caveat: if you never completed the original formation publication, that older obligation can still exist, but it's not triggered by dissolving.)

Second, tax clearance. Some guides state that you need tax clearance or a "consent to dissolution" from the Department of Taxation and Finance. That requirement applies to New York corporations, not LLCs. New York LLCs do not need tax clearance to dissolve, the Department of State will process your Articles of Dissolution without it. So the New York LLC dissolution that people brace for as a bureaucratic ordeal is actually a straightforward $60 filing. The one thing not to do is assume that letting a dormant LLC sit is fine, it stays active, and you'll keep facing biennial-statement and tax obligations until you file, the trap described in can you just walk away from an LLC.

Frequently asked questions

Do I have to publish a notice to dissolve a New York LLC?

No. New York's well-known newspaper-publication requirement applies to forming an LLC, not dissolving one. There is no publication requirement to dissolve a New York LLC, you simply file Articles of Dissolution with the Department of State for $60. (The only related catch: if you never completed the original publication when you formed the LLC, that earlier obligation can still exist separately, but dissolving doesn't trigger a new one.)

Do I need tax clearance to dissolve a New York LLC?

No, not for LLCs. New York requires corporations to obtain tax clearance/consent from the Department of Taxation and Finance before dissolving, but that requirement does not apply to LLCs. The Department of State will process your Articles of Dissolution without a clearance certificate. You should still file your final New York and federal returns and close your tax accounts, but there's no clearance gating the dissolution.

How much does it cost to dissolve a New York LLC?

$60 for the Articles of Dissolution, plus an optional $25 for expedited processing. There's no publication cost (publication isn't required to dissolve) and no tax-clearance cost (LLCs don't need clearance). So unlike forming a New York LLC, which can carry significant publication expense, dissolving one is inexpensive, the $60 filing fee is essentially the whole cost.

This page covers the New York specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for other major business states, Delaware and Pennsylvania. New York's official filing is at the New York Department of State, and final taxes through the Department of Taxation and Finance.