Selling or Ending Your Business
How to Dissolve an LLC in New York
Dissolving a New York LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your New York LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving a New York LLC and winding up the company. New York requires that the Article of Dissolution be filed with the NY Department of State within 90 days of the decision to dissolve the LLC. There is a fee for filing and a fee for expedited service. By filing these articles, you are formally terminating the LLC’s status as a business entity registered directly with the state. This administrative step is required to terminate the obligations owed by the LLC. You will need to make arrangements to pay all LLC liabilities, debts and obligations. New York law does not stipulate that you maintain tax clearance prior to dissolving your LLC. However, you must file final business tax and final sales tax forms.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your New York LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your New York LLC is not protected. Other entities may be eligible to use the name immediately.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of New York. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.