Voluntary LLC Dissolution and Cancellation Requirements in New York
At a glance
| 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)) |
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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