Have you decided to stop transacting business with your New York limited liability company? The state of New York legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of New York.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of New York is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of New York.
How to Dissolve a Domestic New York LLC
Any business formed in New York that wishes to dissolve must file the Articles of Dissolution with the New York Department of State. The Articles of Dissolution require the following information:
- LLC name
- Name under which the LLC was organized (if different than current name)
- Date the articles of organization were filed
- Event/method of dissolution
- Signature of LLC member, manager, or authorized person
- Applicant’s name and mailing address
In addition to the standard form, you will need to include a check for $60 made payable to the “Department of State.” Then, you can either mail or drop off your filing at this address:
New York Department of State
Division of Corporations
One Commerce Plaza, 99 Washington Avenue
Albany, NY 12231
This filing should take about seven business days to process unless you pay the $25 fee for 24-hour processing. You can also upgrade to same-day service for $75 or two-hour service for $150.
How to Dissolve a Foreign LLC in New York
Do you need to dissolve a limited liability company based outside of New York, but qualified to transact business within this state?
There are two different ways to dissolve or “withdraw” a foreign LLC in New York, depending on the status of your business. If your business has been dissolved in your formation state, then you need to file the Certificate of Termination of Existence. The state doesn’t have a template for this document, so you must create your own.
The information you’ll need to complete this filing includes:
- Certified copy of your LLC’s dissolution documents from your home state
- Your mailing address
- Cover sheet indicating that you are filing a Certificate of Termination of Existence
However, if your business will remain in existence in its home state, you must file the Certificate of Surrender of Authority with the New York Department of State. This form requires the following information:
- LLC name
- State or jurisdiction of organization
- Date on which the application for authority to do business was filed in New York
- Affirmation that the LLC surrenders its authority to do business in New York
- Affirmation that the LLC revokes the authority of its registered agent
- Mailing address for service of process
- Signature of LLC member, manager, or authorized person
- Applicant’s name and mailing address
Whether your business remains in existence in its home state or it is dissolved completely, you must include a check for $60 made payable to the “Department of State.” Then, you can send the forms and check to this address:
New York Department of State
Division of Corporations
One Commerce Plaza, 99 Washington Avenue
Albany, NY 12231
This filing will also take about seven business days to process unless you pay the $25 fee for 24-hour processing. You can also upgrade to same-day service for $75 or two-hour service for $150.
What Else Do I Need to Know About LLC Dissolutions in New York?
Your business name becomes available for others to claim the day after you file for dissolution. This is why it is important that you only dissolve your LLC if you have no intention of doing further business under the same name in New York.
In some cases, the state of New York can choose to administratively dissolve a business. This can happen if your business fails to pay taxes for two consecutive years. Still, it’s rather uncommon for New York to dissolve LLCs involuntarily.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Filing for the dissolution of an LLC is a straightforward process in New York, but the paperwork is different for foreign and domestic businesses.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a New York LLC!