Home / States / New York
NY
Tax Clearance Required Online Filing Available

How to Shut Down a Business in New York

Complete guide to dissolving your business entity with the New York Department of State, Division of Corporations.

Quick Answer

To dissolve a business in New York, file Articles of Dissolution of Domestic Limited Liability Companies with the New York Department of State, Division of Corporations. The LLC filing fee is $60 and corporation fee is $60. New York requires tax clearance from the New York State Department of Taxation and Finance before dissolution. Standard processing takes 7-10 business days.

Quick Facts

Filing Agency New York Department of State, Division of Corporations
Website https://dos.ny.gov/existing-corporations-and-businesses
LLC Dissolution Fee $60
Corporation Dissolution Fee $60
Tax Clearance Required Yes
Processing Time 7-10 business days
Online Filing Yes
Phone (518) 473-2492

LLC Dissolution in New York

Form
Articles of Dissolution of Domestic Limited Liability Companies
Fee
$60
Online
Yes
Processing
7-10 business days
Download Form →

Steps to Dissolve an LLC

  1. 1 Vote to dissolve according to your operating agreement or by majority vote of members
  2. 2 Wind up business affairs, settle debts, and distribute remaining assets
  3. 3 File final federal and New York State tax returns
  4. 4 Obtain Consent to Dissolution from the NYS Department of Taxation and Finance (required)
  5. 5 File Articles of Dissolution (Form DOS-1366-f) with the Department of State ($60 fee)
  6. 6 Include the Consent to Dissolution from the Department of Taxation and Finance with your filing
  7. 7 Cancel any DBAs, licenses, and permits

Corporation Dissolution in New York

Form
Certificate of Dissolution of Domestic Business Corporations
Fee
$60
Online
Yes
Processing
7-10 business days
Download Form →

Steps to Dissolve a Corporation

  1. 1 Board of directors adopts a plan of dissolution
  2. 2 Shareholders approve the dissolution (two-thirds of outstanding shares required)
  3. 3 Wind up business affairs, notify creditors, and settle all obligations
  4. 4 File final federal and New York State tax returns (Form CT-3)
  5. 5 Obtain Consent to Dissolution (Form TR-960) from the NYS Department of Taxation and Finance
  6. 6 File Certificate of Dissolution with the Department of State ($60 fee)
  7. 7 Attach the Consent to Dissolution from the Department of Taxation and Finance
  8. 8 Distribute remaining assets to shareholders after all debts are paid

Tax Requirements

Tax Clearance Required
Yes
Final Return Required
Yes

Tax Agency: New York State Department of Taxation and Finance

https://www.tax.ny.gov/

Phone: (518) 485-6027

Tax consent to dissolution is mandatory. Corporations must file a final CT-3 franchise tax return and mark the 'Final return' box. The Department of Taxation and Finance issues a Consent to Dissolution (Form TR-960) only after all returns are filed and taxes paid. This consent must be attached to the dissolution filing with the Department of State. Instructions available at tax.ny.gov/bus/doingbus/tr125.htm.

Additional Requirements

Publication Required: No
Creditor Notification: Must notify all known creditors and claimants in writing. Publish notice for unknown claimants.
Employee Notification: Must comply with New York WARN Act (requires 90 days notice for mass layoffs of 25+ employees). Provide final paychecks by regular payday.
Board/Member Approval: LLCs require majority vote of members unless operating agreement specifies otherwise. Corporations require board resolution and two-thirds shareholder approval of outstanding shares.
Winding Up Period: Corporation continues to exist for purpose of winding up after dissolution is filed
Registered Agent: Registered agent must be maintained until dissolution is finalized and all pending matters are resolved

Contact Information

Agency: New York Department of State, Division of Corporations

Address: One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0001

Phone: (518) 473-2492

Email: corporations@dos.ny.gov

Website: https://dos.ny.gov/existing-corporations-and-businesses

Online Portal: https://apps.dos.ny.gov/publicInquiry/

Need Help Shutting Down in New York?

Get the detailed guide with templates and step-by-step form instructions, or let our agent handle everything.

Detailed Guide — $49 Shutdown Agent — $1,000

This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the New York Department of State, Division of Corporations. Consult an attorney for advice specific to your situation.