How to dissolve an LLC in New York

What does it cost to dissolve an LLC in New York?

A New York LLC filing Articles of Dissolution pays a state fee of about $60 to the New York Department of State. Because that figure has moved before, confirm the current amount on the Division of Corporations fee schedule before you file, we do that as a matter of course. There is no additional cancellation form for a standard LLC; the Articles of Dissolution are the whole state filing.

The cost people forget is the annual side. A New York LLC owes an annual filing fee reported on Form IT-204-LLscaled to the LLC's New York-source gross income. That fee keeps coming due until the entity is formally dissolved, so an idle LLC that nobody closed is quietly accumulating obligations. Dissolving is what ends that cycle.

Fees and rules change; we confirm the current figures with the Department of State and Tax Department before filing. Compare states on the main dissolution guide.

How do you dissolve an LLC in New York, step by step?

For a New York LLC, the sequence is straightforward, the complexity people run into usually comes from treating an LLC like a corporation and getting stuck on tax consent that the LLC never needed.

1. Vote to dissolve and record it. Approve the dissolution as your operating agreement requires and keep a written record of the decision.
2. Wind up the business. Notify known creditors, settle or set aside money for debts, collect what is owed, and distribute anything remaining to members. Take care with debts before distributions.
3. Bring your annual fee current. Make sure the IT-204-LL annual filing fee is paid and up to date. A corporation would instead obtain TR-960 tax consent at this stage.
4. File Articles of Dissolution. File with the New York Department of State, Division of Corporations, and pay the roughly $60 fee. This is the filing that ends the entity, see how it relates to the corporate NYS Certificate of Dissolution.
5. File final returns and close the IRS account. File final federal and New York returns marked final and close the IRS business account behind your EIN.
6. Cancel everything else. Any sales-tax certificate of authority with the Department of Taxation and Finance, local licenses, DBAs, and out-of-state registrations.

Which form do you file in New York?

The form depends on your entity type, filed with the New York Department of State, Division of Corporations:

• LLC: Articles of Dissolution. This single document dissolves the LLC and is the only state form a standard LLC needs.
• Business corporation: Certificate of Dissolution, Form DOS-1337-f, and it cannot be filed until the corporation has written consent from the New York State Tax Department (Form TR-960).

This split is the biggest source of confusion in New York, because a lot of online guidance describes the corporate TR-960 path as if it applied to everyone. For an LLC, it does not, see the New York Certificate of Dissolution page for the corporate route, and articles of dissolution for the LLC document in general.

Does New York require tax clearance first?

For a business corporationyes: New York requires written consent to dissolution from the State Tax Department, obtained on Form TR-960before the Department of State will accept the Certificate of Dissolution. The corporation must have filed its returns and settled its franchise tax to get that consent.

For an LLCthere is no equivalent pre-dissolution consent step. You do not wait on a TR-960 to file LLC Articles of Dissolution. What the LLC still owes is its annual filing fee and its final returns, an obligation, but not a clearance letter that gates the filing.

How long does it take in New York?

Preparing the Articles of Dissolution takes a day or two. New York has historically processed a large share of dissolution filings by mail, so standard turnaround at the Department of State can run several weeks depending on their volume. If you have a deadline, New York offers expedited processing for an additional fee, commonly in $25, $75, and $150 tiers for progressively faster handling.

Confirm the current standard and expedite times with the Department of State before relying on a date, the queue moves.

What about your EIN and final taxes?

The New York filing ends the state entity and nothing more. The IRS does not cancel an EIN, the number is permanent and never reassigned, so the federal step is to close the IRS business account tied to it. The IRS will not close that account while final returns are still outstanding, and New York gives the IRS no notice of your dissolution.

On the state side, file your final New York returns marked final and settle the last IT-204-LL annual fee. Getting the “final” markers right is what stops both New York and the IRS from expecting another year of filings.

What if you never used the New York LLC?

A New York LLC that was formed and never traded still has to be closed by filing Articles of Dissolution, the state does not treat “never used” as automatically closed, and the annual filing fee obligation continues until you dissolve. The work is lighter, though: with no operations, there is little winding up to do and often only a final annual fee to square away.

If the LLC also never obtained an EIN, a state-only dissolution is usually all you need. If it did get an EIN, that IRS account still has to be closed even though the business never ran. A specialist can confirm which of those applies before you pay for anything you don't need.

Rather have it handled?

We prepare and file your New York Articles of Dissolution, handle the corporate TR-960 route if you have a corporation, and, if your entity ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. Unsure which is yours? A specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.