Dissolving a company in New York
The state-level facts for closing an LLC or corporation in New York: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
New York LLC
- Dissolution filing
- Articles of Dissolution (domestic LLC) — filed with the New York Department of State, Division of Corporations. (official source)
- Filing fee
- $60 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- New York LLC annual filing fee (Form IT-204-LL)
- Confirm the current requirement on the official page.
- Final state return
- File a final New York State return for the year of dissolution, marking the Final box on the return. (official source)
Worth knowing
- Articles of Dissolution must be filed within 90 days following the dissolution and commencement of winding up, or at any time there are no members (LLC Law Section 705).
- No Tax Department consent is required to dissolve a New York LLC, unlike a New York corporation.
- Online filing of LLC Articles of Dissolution returns an emailed filing receipt within minutes; checks over $500 must be certified.
- A foreign LLC whose home-state existence has ended files a different document, the Certificate of Termination of Existence (LLC Law Section 807), with an original home-state certificate attached.
New York corporation
- Dissolution filing
- Certificate of Dissolution (domestic business corporation) — filed with the New York Department of State, Division of Corporations. (official source)
- Filing fee
- $60 (official source)
- Tax clearance before filing
- Written consent to dissolution from the NYS Department of Taxation and Finance (Form TR-960), requested by phone (518-485-2639) or fax; the consent must be attached to the Certificate of Dissolution filed with the Department of State. (official source)
- New York corporation franchise tax
- File a final corporation franchise tax return using the normally required form with an X in the Final box; a combined-group member other than the designated agent files Form CT-3-A/BC for its final return. (official source)
- Final state return
- File a final corporation tax return for the portion of the year the corporation was in existence, marking the Final box. (official source)
Worth knowing
- Tax Department consent (Form TR-960) is mandatory and must be attached to the Certificate of Dissolution; the request is made by phone at 518-485-2639 or by fax, not through an online form.
- A corporation that did business in and incurred tax liability to New York City must also obtain written consent to dissolve from the New York City Commissioner of Finance.
- A foreign corporation surrendering its New York authority also needs consent from the New York State Tax Commission before filing its Certificate of Surrender of Authority.
- If a New York corporation stops filing franchise tax returns for two or more years without dissolving, the Secretary of State may dissolve it by proclamation, which can create personal-liability and name-loss complications.
- Do not mail the Certificate of Dissolution and the $60 filing fee to the Tax Department; the filing goes to the Department of State.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.