How to Dissolve a Business in New York | Essential Steps

Deciding to dissolve a Limited Liability Company can be difficult for business owners. Still, it is sometimes necessary due to changes in the business landscape, financial challenges, or personal reasons. Dissolving a business requires specific steps and regulations to complete the process correctly and legally. This comprehensive guide will teach you how to dissolve a business in New York.

Webinarcare Editorial Team will help you easily dissolve your business. You must be guided by all the factors gathered in this article.

If you are starting an LLC in New York, having an operating agreement is one of the key requirements in dissolving a business. Before starting the legal paperwork, there are a few things to remember. Initially, confirm that all LLC members agree with closing the business. Once everyone is ready, voting should be used to document everyone’s assent. They must vote in favor of the dissolution before the legal procedure may begin. The procedures for the dissolution are listed below.

How to Dissolve a Business in New York

Dissolving a business in New York requires following specific steps to ensure a smooth and legally compliant process. The process usually includes the following steps:

Step 1: Make the Decision

Before dissolving your business, ensure this decision is right for your New York business. Consider discussing the decision with your business partners, members, or legal counsel to weigh the pros and cons and determine if dissolving the business is best.

Step 2: Hold a Formal Vote

Once you’ve decided to dissolve your New York business, you’ll need to hold a formal vote among the members to approve the dissolution. This step is important because it ensures that all members know and agree to the decision to dissolve the business.

To hold a formal vote:

• Review your New York Operating Agreement to determine the required voting procedures, such as the percentage of affirmative votes needed for approval.
• Notify all New York members of the upcoming vote and give them sufficient time to review the matter and make an informed decision.
• Conduct the vote according to the procedures outlined in your operating agreement.
• Record the vote results in your business meeting minutes or a written resolution.

If most members approve the dissolution, you can proceed with the dissolution process.

Get a Professional Service

It’s important to get legal assistance when dissolving an LLC. With that, you must have a Resident Agent. Ensure that the Resident Agent you choose is qualified and legal since they will file the Article of Dissolution for your LLC. We reviewed the Best Resident Agent Services in New York for you to check out.

Recommended: Dissolving an LLC can be as crucial as forming one. That’s why aside from hiring a Resident Agent, LegalZoom’s LLC dissolution service is significant since it ensures that your company’s closure is handled efficiently, responsibly, and legally, leaving no room for future liabilities. That’s why we recommend –

– LegalZoom – Starts at $129 + Filing Fees

Step 3: Settle the Outstanding Debts and Liabilities

You must settle all outstanding debts and liabilities before dissolving your New York business. This includes paying off loans, settling pending lawsuits, paying owed taxes, and fulfilling any remaining contractual obligations. You can inform your New York Business Attorney to ensure it is settled.

To settle your New York business’ debts and liabilities:

• Review your business’ financial records to identify all outstanding debts and liabilities.
• Contact creditors, lenders, and other parties to whom your business owes money or obligations, and arrange for payment or settlement.
• If your business does not have sufficient funds or assets to cover all outstanding debts and liabilities, consult with legal counsel to determine the best course of action for settling these obligations.

Recommended: Legalzoom’s Business Attorney empower individuals with a tool that safeguards their future and protects their interests. With seamless accuracy and a commitment to excellence, Legalzoom ensures that legal matters are handled efficiently and effectively.

– LegalZoom – Business Advisory Plan Membership – $39.09/month

Step 4: Distribute the Remaining Assets to Members

Once all debts and liabilities have been settled, you can distribute any remaining assets to the business members. Your operating agreement should do this or, if no such agreement exists, in proportion to each member’s ownership interest in the business.

To distribute assets:

• Determine the fair market value of the remaining assets, such as real estate, equipment, or inventory. 
• Calculate each member’s ownership interest in the business based on the operating agreement or their initial capital contribution.
• Distribute the assets to each member according to their ownership interest.
• Keep detailed records of all asset distributions for tax and legal purposes.

Step 5: File the Articles of Dissolution

After settling debts and distributing assets, you’ll need to file the Articles of Dissolution with the New York Secretary of State to dissolve your New York business officially. This document provides the state with notice that your business is ceasing operations and will no longer conduct business.

To file the Articles of Dissolution:

1. Obtain the appropriate form from the New York Secretary of State‘s website. Visit the New York Department of State’s Division of Corporations, State Records, and Uniform Commercial Code website for the necessary documents.
2. Fill out the Articles of Dissolution Form with the required information, including your New York business name, the date of dissolution, and any other necessary details.
3. Pay the filing fee of $60 in the New York Secretary of State’s office.
4. Submit the completed form and payment to the New York Secretary of State’s office, either by mail or online, depending on your New York’s filing options.

Once your Articles of Dissolution have been processed and approved, your New York business will officially be dissolved.

Mail to: 
New York Secretary of State
Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231

Filling Fee:
$60

Step 6: Notify the IRS and Government Agencies

After dissolving your business with the New York Secretary of State, you’ll need to notify the Internal Revenue Service (IRS) and other New York government agencies of the dissolution. This is important to ensure your business complies with tax laws and other regulations.

To notify the IRS of the dissolution:

1. File your final federal tax return using Form 1065 and check the box indicating that it is the final return for your business.
2. Cancel your Employer Identification Number (EIN) in New York by mailing a letter to the IRS at the address where you filed your tax return. Include your EIN, business name, and reason for cancellation in the letter.
3. Update your New York business status with any other relevant government agencies, such as the New York Department of Revenue, Department of Labor, and local licensing and permitting offices.

Step 7: Cancel Licenses, Permits, and Insurance Policies

To fully dissolve your New York business, you’ll need to cancel any business licenses, permits, and insurance policies associated with your business. This may include New York Business Licenses, professional licenses, sales tax permits, and any other permits required for your industry.

You must contact the issuing agency to cancel your licenses and permits and follow their specific cancellation procedures. You should also contact your insurance provider to cancel any remaining business insurance policies. With the cancellation of the mentioned licenses, permits, and Business Insurances in New York, you also need to remove a Resident Agent since he won’t be able to continue filing documents for your business unless you are the Resident Agent of your business. 

Step 8: Maintain Records of the Dissolution Process

For legal and tax purposes, it’s important to maintain detailed records of the steps taken to dissolve your New York business. This includes documentation of the formal vote to dissolve the business, debt settlements, asset distribution records, and copies of filed state and federal tax returns.

Keep these records for at least seven years, as they may be needed in the event of an IRS audit or other legal issues arising from the dissolution.

Cost of Dissolving an LLC in New York

The cost of dissolving an LLC in New York can vary based upon various factors. The New York Articles of the Dissolution filing fee cost $60. Other costs include any outstanding taxes or debts the business owes and potential costs for settling business contracts or selling business assets.

It’s also important to factor in professional fees, such as if you hire an attorney or accountant to assist with the dissolution process. After the LLC is dissolved, the remaining company assets are divided among the members. The exact breakdown of these costs can often be complex and will depend on the specific circumstances of the LLC, so consulting with a legal or financial advisor can be helpful.

Reasons Why an LLC in New York Dissolves

There are numerous reasons why an LLC in New York dissolves, and these reasons could impact other LLCs. It is best to understand the why’s and how to deal with it rather than knowing that your LLC may dissolve sooner or later. Here is the list of possible reasons why an LLC dissolves.

1. Expired Duration: In New York, an LLC will automatically dissolve if it reaches the end of its defined duration stated in the Articles of Organization.
2. Member Vote: An LLC may dissolve in New York if the members vote for dissolution. Usually, the LLC Operating Agreement outlines the percentage of member votes required to dissolve the LLC.
3. Judicial Dissolution: A court in New York may order the dissolution of an LLC if it is in the best interests of the members, especially in cases of fraud, illegal activities, or oppressive behavior.
4. Bankruptcy: If the LLC becomes insolvent and cannot pay its debts, it may be forced into bankruptcy. This usually leads to the dissolution of the LLC.
5. Non-compliance: If the LLC does not comply with state laws or fails to meet legal requirements, such as filing annual reports or paying taxes, the state may forcibly dissolve the LLC.
6. Merger or Consolidation: If the LLC in New York merges or consolidates with another company and the LLC is not the surviving entity, it will be dissolved.
7. Death or Withdrawal of a Member: Unless specified otherwise in the Operating Agreement, the death, withdrawal, bankruptcy, or incompetence of a member may cause the LLC to dissolve.

Please note that the process for dissolution typically includes settling all business debts, distributing any remaining assets among the members, and filing a formal notice of dissolution with the New York Secretary of State.

After the New York LLC Dissolution

Once your New York business has been dissolved, it typically cannot be reinstated or “taken back” after a few years. Instead, you would need to form a new LLC in New York if you wish to operate a business under a limited liability company structure again.

To create a new New York LLC, you would need to follow the standard formation process, which generally includes the following:

• Choosing a Unique Business Name: Ensure that another business does not already use the name you choose in New York and complies with state-specific naming requirements.
• Appointing a Resident Agent: Designate a Resident Agent who will be responsible for receiving legal correspondence on behalf of your LLC.
• Filing Articles of Organization: Submit the Articles of Organization with the New York Secretary of State’s office, along with the required filing fee.
• Creating an Operating Agreement: Draft an agreement outlining the rules and regulations governing your new LLC, including member roles, ownership percentages, and management structure.
• Obtaining Necessary Licenses and Permits: Apply for any required business licenses, permits, and tax registrations with the appropriate state and local authorities.
• Registering with the Internal Revenue Service (IRS): Obtain an Employer Identification Number (EIN) from the IRS, which will be necessary for tax purposes and other business activities.

Availability of the Business Name

When a business is in New York was dissolved, the business name becomes available for other business owners to use after a certain period. However, the specific rules and regulations regarding the availability of a dissolved business name can vary. Keep in mind that even if the name becomes available, other factors, such as trademarks or potential confusion with existing businesses, may still impact the ability of another business owner to use the name.

FAQs

Also Read

• Dissolve a Business in Alabama
• Dissolve a Business in Alaska
• Dissolve a Business in Arizona
• Dissolve a Business in Arkansas
• Dissolve a Business in California
• Dissolve a Business in Colorado
• Dissolve a Business in Connecticut
• Dissolve a Business in DC
• Dissolve a Business in Delaware
• Dissolve a Business in Florida
• Dissolve a Business in Georgia
• Dissolve a Business in Hawaii
• Dissolve a Business in Idaho
• Dissolve a Business in Illinois
• Dissolve a Business in Indiana
• Dissolve a Business in Iowa
• Dissolve a Business in Kansas
• Dissolve a Business in Kentucky
• Dissolve a Business in Louisiana
• Dissolve a Business in Maine
• Dissolve a Business in Maryland
• Dissolve a Business in Massachusetts
• Dissolve a Business in Michigan
• Dissolve a Business in Minnesota
• Dissolve a Business in Mississippi
• Dissolve a Business in Missouri
• Dissolve a Business in Montana
• Dissolve a Business in Nebraska
• Dissolve a Business in Nevada
• Dissolve a Business in New Hampshire
• Dissolve a Business in New Jersey
• Dissolve a Business in New Mexico
• Dissolve a Business in New York
• Dissolve a Business in North Carolina
• Dissolve a Business in North Dakota
• Dissolve a Business in Ohio
• Dissolve a Business in Oklahoma
• Dissolve a Business in Oregon
• Dissolve a Business in Pennsylvania
• Dissolve a Business in Rhode Island
• Dissolve a Business in South Carolina
• Dissolve a Business in South Dakota
• Dissolve a Business in Tennessee
• Dissolve a Business in Texas
• Dissolve a Business in Utah
• Dissolve a Business in Vermont
• Dissolve a Business in Virginia
• Dissolve a Business in Washington
• Dissolve a Business in West Virginia
• Dissolve a Business in Wisconsin
• Dissolve a Business in Wyoming

Conclusion

Dissolving New York business can be complex and time-consuming, but following the steps outlined in this guide will help ensure a smooth and successful dissolution. By conducting a formal vote, settling debts and liabilities, distributing assets, filing the Articles of Dissolution, notifying government agencies, and canceling business licenses and permits, you can legally dissolve your New York business and move forward with the next chapter of your professional life.