Updated August 12, 2026. Quick answer. To dissolve an LLC in New York you file the Articles of Dissolution for Domestic Limited Liability Companies, and it can be filed on paper only. Fee: $60. New York requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever New York charges an LLC each year keeps accruing against it.
What you file in New York, and what it costs
| Item | Detail |
|---|---|
| Filing | Articles of Dissolution for Domestic Limited Liability Companies (no form number; DOS-1366-f is the fillable template), filed with the NY Department of State, Division of Corporations |
| Fee | $60 |
| How you can file | mail — The DOS instruction page gives only a mailing address and paper payment methods; it does not offer online filing for LLC Articles of Dissolution (DOS’s online Business Entity Filing portal covers other document types). If online availability changes it would appear on the DOS page cited. |
| Tax clearance | not required |
| Statute | N.Y. Limited Liability Company Law § 705 (articles of dissolution); §§ 701-703 (dissolution and winding up) |
Single-step filing under LLC Law 705. DOS instructions: articles must be filed ‘within 90 days following the dissolution and the commencement of winding up the limited liability company.’ Mailed to NY Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Source: https://dos.ny.gov/articles-dissolution-domestic-limited-liability-companies-0
On the fee. DOS page: ‘$60 filing fee for Articles of Dissolution.’ Optional expedited handling: $25 per document (24-hour), $75 (same day), $150 (2-hour). Payment by cash, check, money order, MasterCard, Visa or American Express.
Tax clearance in New York
No tax-clearance certificate is required to file in New York. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
Neither LLC Law 705 nor the DOS instruction page requires Department of Taxation and Finance consent for LLC dissolution — the consent-to-dissolution requirement applies to business CORPORATIONS (Tax Law/BCL 1004 route; DOS corporation dissolution instructions require DTF consent, the LLC instructions do not). Verified the negative on the DOS LLC dissolution page (no consent mentioned) and on the statute text at nysenate.gov (‘The statute contains no mention of tax consent requirements’). Multiple secondaries agree LLCs need no DTF consent.
Do not just walk away
Closing the business is not closing the entity. No administrative dissolution of LLCs; entity stays on the record marked ‘past due’ on its $9 Biennial Statement, which blocks Certificates of Status and some transactions; tax filing obligations continue until formal dissolution
DOS Biennial Statement page: ‘Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement. This may prevent the corporation or LLC from completing certain business transactions.’ Unlike corporations (which can be dissolved by proclamation for franchise-tax nonpayment), the DOS page states no dissolution consequence for LLCs — the LLC continues to exist, and state tax return/annual-fee obligations continue to accrue until Articles of Dissolution are filed. Source: https://dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-companies
Closing the tax accounts
File all final business tax returns and pay outstanding taxes; final sales tax return + destroy Certificate of Authority if registered for sales tax; final Form NYS-45 if there were employees
tax.ny.gov ending-business page: ‘File all final business tax returns appropriate for your type of business and pay all outstanding taxes and fees’; ‘File a final sales tax return if you’re registered for sales tax, and destroy your Certificate of Authority’; ‘File a final Form NYS-45… if you had employees and have ceased paying wages.’ For LLCs with NY-source income, the annual LLC filing fee (Form IT-204-LL) is owed for years the LLC exists/has NY income.
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in New York — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
N.Y. Limited Liability Company Law § 705 (articles of dissolution); §§ 701-703 (dissolution and winding up). Fee, form and procedure read 2026-08-10 from the official source.
Research note. The DOS form PDF at dos.ny.gov/articles-dissolution-domestic-limited-liability-companies returned unparseable binary; the ‘-0’ instructions page was used instead. Statute text cross-checked at nysenate.gov (official legislature site).
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.