New York: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
A New York LLC ordinarily dissolves by a majority-in-interest vote or written consent, although the operating agreement may require a greater or lesser percentage. Members then wind up unless the agreement provides otherwise, paying creditors or establishing adequate reserves before owner distributions. Articles of dissolution must be filed within 90 days after dissolution and winding up begin, cost $60, and cancel the articles of organization when filed; New York Tax Department consent is not required for an LLC.
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This is the general rule in New York. Ezel applies current New York law to your specific facts and answers with citations to the statutes.
| Governing law and scope | New York Limited Liability Company Law Article 7; ordinary domestic LLC dissolution and Department of State articles (§§ 701-705) |
|---|---|
| Dissolution event and approval | Articles/agreement date or event; default vote or written consent of ≥majority in interest, with majority in each class/group. Operating agreement may set a greater or lesser percentage (§ 701(a)(1)-(3)) |
| Pre-filing status and tax clearance | No NY Tax Department written consent for an LLC; DOS form requires no tax certificate or good-standing attachment. Final applicable returns and outstanding taxes remain separate closing tasks (Tax Department guidance; § 705) |
| Winding-up authority and powers | Members wind up unless the operating agreement says otherwise; they may litigate, settle and close business, dispose/convey property, discharge liabilities, and distribute the remainder (§ 703) |
| Creditor notice and claims | Article 7 states no general direct-notice, publication, claim-submission, or dissolved-LLC claim-bar procedure; creditor protection comes through payment or adequate reserves before distributions (§§ 703-705) |
| Debts, reserves, and distributions | Creditors, including member-creditors, by payment or adequate reserves; then member/former-member distribution liabilities; then contribution returns and residual interests. Knowing wrongful-distribution liability generally ends after 3 years (§§ 704, 508) |
| Termination filing and signer | File Articles of Dissolution within 90 days after dissolution and winding up begin; state exact/current and original names if changed, organization date, and event. At least one member, manager, or authorized person signs (§§ 207, 705) |
| Fee, method, and effective date | $60; DOS accepts online filing or paper delivery/mail with listed payment methods. Cancellation of articles is effective when dissolution articles are filed; no delayed-effective-date option in § 705 (DOS instructions; § 705(b)) |
| Survival, revocation, and post-closure | Cancellation does not affect member liability during winding up; wind-up actors may sue, defend, dispose of property, and discharge liabilities. Article 7 has no ordinary revocation filing; § 212 correction does not alter the original effective date or accrued rights (§§ 212, 703, 705(c)) |
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Requirements one by one
The default approval is a majority in interest
N.Y. Ltd. Liab. Co. Law § 701 lets an articles or operating-agreement date or
event trigger dissolution. Otherwise, the default is the vote or written
consent of at least a majority in interest of the members. If the LLC has more
than one class or group, a majority in interest of each class or group is
required.
The operating agreement may replace that percentage with a greater or lesser
threshold. “Majority in interest” is therefore the statutory default, not an
unwaivable rule.
Members normally conduct winding up
Under § 703, members wind up unless the operating agreement provides another
arrangement. The wind-up actors may prosecute and defend proceedings, settle
and close the business, dispose of and convey property, discharge liabilities,
and distribute what remains.
Those powers exist for closure. They do not convert dissolution into authority
to resume ordinary business indefinitely.
Tax Department consent is not an LLC filing prerequisite
The Tax Department's official voluntary-dissolution instructions expressly say
that written Tax Department consent is not required for limited liability
companies. N.Y. Ltd. Liab. Co. Law § 705 and Form DOS-1366-f likewise contain
no tax-clearance or good-standing attachment.
That filing rule does not erase taxes. The Tax Department's closing-business
checklist directs a closing business to file the final returns appropriate to
its tax classification and pay outstanding taxes and fees.
Article 7 has no dissolved-LLC notice safe harbor
Article 7 consists of §§ 701-705. It addresses the dissolution event, judicial
dissolution, winding up, distribution priority, and articles of dissolution,
but does not create a general mailed-notice, publication, claim-submission, or
fixed claim-bar process for an ordinary dissolved LLC.
Creditor protection instead appears in the asset-order rule. Section 704
requires payment or adequate reserves for liabilities before member
distributions.
Creditors and reserves come before owners
N.Y. Ltd. Liab. Co. Law § 704 pays creditors first, including members who are
creditors, either by payment or adequate reserves. Next come liabilities for
member and former-member distributions. Unless the operating agreement changes
the owner-side order, the balance returns contributions and then follows the
members' distribution shares.
N.Y. Ltd. Liab. Co. Law § 508 separately addresses an unlawful distribution. A knowing recipient
is liable to the LLC, but, unless otherwise agreed, that wrongful-distribution
liability ends three years after the distribution.
Articles are due while winding up is underway
Section 705 requires articles of dissolution within 90 days after dissolution
and the commencement of winding up. The filing therefore does not wait for every
wind-up task to be finished.
The articles state the current name and original name if changed, formation-
filing date, and dissolution event. Under § 207, at least one member, manager,
or authorized person signs and identifies the signer's capacity; an attorney-
in-fact may sign under the retained power.
Filing cancels the articles of organization
New York uses one dissolution filing. Section 705(b) makes cancellation of the
articles of organization effective when the Department of State files the
articles of dissolution. The statute provides no delayed-effective-date option
for that cancellation.
The Department of State charges $60. Its current pages provide an online-filing
route and a paper route to One Commerce Plaza in Albany, with cash, check, money
order, or listed cards depending on submission method.
Cancellation does not end the winding-up exposure
Section 705(c) says cancellation does not affect member liability during the
period of winding up and termination. Section 703 continues to authorize suits,
property transfers, liability discharge, and the other wind-up acts after the
internal dissolution event.
Article 7 contains no ordinary statement revoking filed dissolution articles.
N.Y. Ltd. Liab. Co. Law § 212 allows a certificate of correction for a facial informality,
incorrect statement, or execution defect, but the correction does not alter the
original effective date or accrued rights and liabilities.
What trips people up
- The vote is measured by interest, not headcount. A majority of members as
people may differ from a majority in interest. - The 90-day filing occurs during winding up. New York does not wait for a
final post-wind-up cancellation certificate. - No tax consent does not mean no tax closing. Appropriate final returns and
outstanding taxes remain separate obligations. - Filing cancels the articles immediately. Section 705 supplies no delayed
effective date, and a correction does not move the original effective date.
Common questions
Does every member have to approve dissolution?
Not by default. Section 701 uses at least a majority in interest, subject to an
operating agreement that requires a greater or lesser percentage.
Does New York require publication of LLC dissolution?
Article 7 does not impose a general dissolution-publication or creditor-claim
notice procedure. That is different from the publication requirement associated
with forming many New York LLCs.
Is Tax Department consent required?
No. The Tax Department expressly excludes LLCs from the written-consent
requirement, although applicable final returns and tax payments remain separate.
What is the filing deadline and fee?
File within 90 days after dissolution and winding up begin. The base Department
of State fee is $60.
Statutes and sources
- N.Y. Ltd. Liab. Co. Law §§ 701 and 703-705 — approval, no-member
continuation, winding-up actors and powers, distribution priority, 90-day
articles deadline, cancellation, and continued liability. NYSenate Article
7 (accessed 2026-07-28). - N.Y. Ltd. Liab. Co. Law §§ 207, 212, and 508 — signer, correction, and
wrongful-distribution liability. NYSenate LLC Law
(accessed 2026-07-28). - New York Department of State Articles of Dissolution page and Form
DOS-1366-f — filing methods, required fields, signer capacities, exact-name
check, address, and $60 fee. Official filing page
(accessed 2026-07-28). - New York Department of Taxation and Finance closing guidance — no written
Tax Department consent for LLCs and separate final-return/tax-payment steps.
Official instructions
(accessed 2026-07-28).
Source links
Every statute quoted above, linked, with the date we checked it.
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