What does it mean to Dissolve a New York LLC?
The process of Legally Closing a LLC in New York is called Dissolution.
After a New York LLC has been Dissolved, it ceases to be Legally Active in the New York Secretary of State's records and
may no longer Legally conduct business in the state of New York.
A New York LLC is created when the NY Secretary of State approves the Formation Documents - the Articles of Organization.
A record of the New York LLC is added to the list of LLCs which have officially registered with
the New York Secretary of State.
Once a LLC is registered with the New York Secretary of State, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a New York LLC with the New York Secretary of State and want to cease business activities
you have to let the NY Secretary of State know that you intend to close your company.
Only after the NY Secretary of State has made sure that all of the obligations of the New York LLC have been fulfilled will
the Secretary of State approve of the closure of the company.
When the New York Secretary of State approves the closing of a NY LLC, that New York LLC is said to be
Dissolved.
The process of Dissolving a New York LLC is called New York LLC Dissolution.
Why would I need to Dissolve a New York LLC?
As soon as a New York LLC is registered with the NY Secretary of State, that LLC is responsible for
recurring obligations of the New York Secretary of State and the New York Department of Taxation and Finance.
If a New York LLC does not file its required reports or pay its tax obligations, then that NY Limited Liability Company could be responsible for
penalties which compound as time goes by.
Unless you Dissolve (Legally Close) your New York LLC with the New York Secretary of State that NY Limited Liability Company will be responsible for
all recurring fees and penalties until the company has been legally closed.
What do I have to do to Dissolve an LLC in New York?
New York LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of LLC Dissolution from the New York Secretary of State;
and things that you have to do after the NY Secretary of State has approved Dissolution of the New York LLC.
When a New York LLC is originally created, the Members (owners) may create a document called an Operating Agreement.
The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific
requirements which need to be followed before the LLC may be Legally Closed.
Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the New York LLC is Dissolved largely depends what kind of debts and liabilities that the New York LLC has.
If the New York LLC has not commenced business activities then the NY LLC Dissolution process is easier.
What do I have to do BEFORE I Legally Close a New York LLC?
- Hold a Members meeting and record a resolution to Legally Close the New York LLC
New York LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
A meeting should be held of all Members of the New York LLC and a vote to Legally Close the New York Limited Liability Company taken.
There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.
Minutes of the meeting should be recorded and retained in the business records.
If the New York LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the New York LLC.
We can transcribe and compile any minutes or approvals into a form that is legally recognized by the New York Secretary of State.
- File all required Biennial Statements with the New York Secretary of State
The New York Secretary of State will not approve the Dissolution of a NY LLC until all required
administrative reports have been filed.
We can file any required Biennial Statements with the NY Secretary of State quickly and easily.
- Clear up any business debts
All creditors of a New York LLC should be given notice of the pending LLC Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
- Pay all taxes and administrative fees owed by the New York LLC
The New York Secretary of State will definitely not approve the Dissolution of a New York LLC until all
outstanding taxes and applicable registration and administrative fees have been paid.
What do I have to do AFTER I Dissolve a New York LLC?
- Distribute all remaining assets of the New York LLC
If the New York LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the NY Limited Liability Company.
Refer to the Articles of Organization for specific requirements, if any, for asset distribution.
All distributions to LLC Members must be reported to the IRS.
- Close all business bank accounts of the New York LLC
If there are any business bank accounts that have been opened for the New York LLC then those accounts must be closed.
If any business bank accounts are left open then there may be liability and obligations of the Dissolved New York LLC which could
lead to legal problems down the line.
- Cancel all local business licenses and permits of the NY LLC
If the New York LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with
those licenses or permits.
Each of those must be cancelled to avoid any reporting or fiscal obligations the New York LLC may have.
This includes business registration licenses as well as reseller permits.
- File IRS Form 966
A dissolved New York LLC may be required to file IRS Form 966 with the US Internal Revenue Service.
If a New York LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution
plan is approved.
Filing IRS Form 966 lets the Federal Government know that the New York LLC has been legally Dissolved
so that it may take the appropriate actions.
We can prepare IRS Form 966 for you to file.
- Cancel the IRS account associated with the NY LLC's Federal Tax ID (EIN)
A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the New York LLC.
Once the IRS links an EIN to a New York LLC, that EIN stays with the New York LLC even after the Company has been Legally Closed by the
New York Secretary of State.
When the IRS processes the final tax return for the New York LLC, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revive the New York LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a New York LLC can close an EIN account, it must be in Good Standing with the IRS.
The New York LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The New York LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
- Keep Records of all Pertinent Business Documents
In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as
Certified Copies of all company documents filed with the Secretary of State.
This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.
Do I need to notify the IRS if I Close my New York LLC?
You notify the IRS that your New York LLC has been Closed on the final tax return that is filed for your Business.
If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on
that form to let the IRS know that your LLC has Closed. If you file yearly taxes do the same on IRS Form 944,
Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where
those records will be retained.
When you opened your New York LLC you most likely were assigned a Federal Employer Identification Number (EIN).
Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.
If you don't plan to reopen your New York LLC after it has been Closed, you should cancel the EIN account that has been assigned
to your Company.
We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
How long does it take to Legally Close a LLC in New York?
The time it takes to Dissolve a New York LLC varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the New York Secretary of State usually takes around 5-7 business days to process the Articles of Dissolution.
Processing times for New York LLC Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of New York Dissolution filings takes the state around 5-7 business days.
PLEASE NOTE: WE CANNOT GUARANTEE NEW YORK SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the New York Secretary of State .
In our experience 5-7 business days is the time it
usually takes the New York
Secretary of State to process a New York Dissolution filing.
We get your New York LLC Dissolution filing to the NY Secretary of State as soon as possible after we receive your order.
Once it is at the state we have no control over the New York Dissolution approval process.
How much does it cost to Legally Close a LLC in New York?
The total cost to Legally Close a New York LLC varies depending on exactly what is required for each specific
NY Dissolution.
We charge $249 plus any state fees for our New York LLC Dissolution services. This includes:
Total cost includes:
- Same day processing
- Transcribe minutes of Members meeting which approves Closing the Company
- Prepare and file the Articles of Dissolution with the New York Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from NY Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these New York LLC Dissolution services separately as explained below.
What do I have to do if I want to Dissolve a Foreign LLC that is tied to a NY Domestic LLC?
If there are Foreign Limited Liability Companies in states other than New York that are tied to the Domestic New York LLC then
each of those Foreign LLCs must be Dissolved before the New York LLC can be legally Dissolved.
How long before someone can use my LLC name in New York after I close my business?
A New York LLC company name becomes available for anyone to use when the New York Limited Liability Corporation is Dissolved by the NY Secretary of State.
There are no LLC company name protections in New York once a New York LLC has been Dissolved by the NY Secretary of State.
Do I have to publish a Notice of Dissolution of the New York LLC?
There are no state of New York requirements for the publication of a Notice of Dissolution of a New York LLC.
While the New York Secretary of State does not legally require the publication of a Notice of Dissolution of a New York LLC, publication is
a good way to notify anyone who might have a claim against the New York LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the NY Limited Liability Company after
the New York LLC has been dissolved.
If you have any questions regarding our New York LLC Dissolution services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
New York LLC Dissolution Cost Estimator
Our New York Dissolution Services include:
(These services are included in our processing fees)
New York LLC Dissolution Services
(Our Package Cost of $369.00 includes all items below.
If you would like to order individual services, check the option, cost is updated automatically)
