How to dissolve an LLC or corporation in New York.
A New York LLC files Articles of Dissolution (form DOS-1366, $60) within 90 days after it dissolves and begins winding up. A New York corporation files a Certificate of Dissolution (form DOS-1337, $60), and it must attach the written consent of the NYS Department of Taxation and Finance, plus consent of the NYC Department of Finance if it did business in and owed tax to New York City. A company from another state files a Surrender of Authority ($60).
Last verified against the NY Department of State: September 28, 2026. We are a private filing service, not the State.
Which filing closes your company?
| Your company | File this | State fee | Extra requirement |
|---|---|---|---|
| New York LLC or PLLC | Articles of Dissolution (DOS-1366) | $60 | File within 90 days after dissolution and the start of winding up. |
| New York corporation | Certificate of Dissolution (DOS-1337) | $60 | Attach NYS Tax consent; also NYC Finance consent if the corporation owed NYC tax. |
| LLC from another state (authorized in NY) | Surrender of Authority (DOS-1379) | $60 | If it still exists at home. If it dissolved at home: Certificate of Termination of Existence. |
| Corporation from another state | Surrender of Authority (DOS-1563) | $60 | If it remains in existence in its home state. |
The official forms
| Official form | State fee · how to file |
|---|---|
| Articles of Dissolution of Domestic Limited Liability CompaniesDOS-1366-fNew York LLC | $60Online · Mail · Email |
| Certificate of Dissolution for Domestic Business CorporationsDOS-1337-fNew York business corporation | $60Mail · Email |
| Certificate of Surrender of Authority for Foreign Limited Liability CompaniesDOS-1379-fLLC from another state | $60Mail · Email |
| Certificate of Termination of Existence for Foreign Limited Liability CompaniesNo DOS form numberLLC from another state, already dissolved at home | $60Mail |
| Certificate of Surrender of Authority for Foreign Business CorporationsDOS-1563-fCorporation from another state | $60Mail · Email |
Closing an LLC, step by step
Approve the dissolution
Follow your operating agreement, or the LLC Law if it is silent. Keep the written consent of the members.
Wind up the business
Collect what is owed, pay the debts, and distribute what is left to the members.
File final tax returns
Final federal and NYS returns, final payroll and sales tax returns if you had them, and close those tax accounts.
File Articles of Dissolution (DOS-1366) with $60
Within 90 days after dissolution. The exact LLC name and the filing date of its Articles of Organization must match the State record.
Close the bank account last
Keep it open until the last checks clear and the last tax payment is made.
Closing a corporation, step by step
Authorize the dissolution
By the vote the Business Corporation Law requires: a shareholder vote (two-thirds or majority depending on the corporation) or the unanimous written consent of the shareholders.
File all tax returns and pay what is due
NYS Tax consent is normally issued only when the corporation’s returns and taxes are up to date.
Request the NYS Tax consent (and NYC consent if needed)
From the NYS Corporation Tax Dissolution Unit; and from the NYC Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, if the corporation did business in and owed tax to New York City.
File the Certificate of Dissolution (DOS-1337) with $60
Attach the consent(s). The Department of State lists mail for this form: Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The corporation is dissolved on the date the State files it.
Wind up
Collect assets, pay creditors, distribute what remains to the shareholders, and close accounts.
Mistakes that keep a company “alive”
- Just stopping business. Until the dissolution is filed, the company stays active on the State record and the Biennial Statement stays due.
- A corporation filing without the tax consent attached. The State rejects it.
- Name or original filing date not matching the State record exactly.
- Skipping the final tax returns. Tax accounts stay open and notices keep coming.
Questions, answered.
How much does it cost to dissolve an LLC in New York?
The State fee for Articles of Dissolution (DOS-1366) is $60. An LLC does not need a tax consent from the State to file it.
How much does it cost to dissolve a corporation in New York?
The State filing fee for a Certificate of Dissolution (DOS-1337) is $60. The corporation must also attach the written consent of the NYS Department of Taxation and Finance, and of the NYC Department of Finance if it did business in and owed tax to New York City.
How do I get the tax consent to dissolve a New York corporation?
Request it from the NYS Corporation Tax Dissolution Unit: automated line (518) 485-2639, fax (518) 435-2995, or mail to Building 8, Room 538, W. A. Harriman Campus, Albany, NY 12227.
What happens if I just stop using my LLC and do not dissolve it?
It stays on the State record as an existing company. Its Biennial Statement keeps coming due every two years, and tax accounts stay open until you close them.
When is a New York corporation officially dissolved?
On the date the Department of State files the Certificate of Dissolution.
My LLC was formed in another state. How do I stop doing business in New York?
File a Surrender of Authority (DOS-1379, $60) if the LLC still exists in its home state, or a Certificate of Termination of Existence ($60) if it was dissolved there.
Not closing after all?
If you are keeping the company, keep it current: check whether its Biennial Statement is due. We file it the same business day, $49 or $79, State fee included.
Check my company →Sources: NY DOS, Certificate of Dissolution for Domestic Business Corporations (read Sept 28, 2026); NY DOS, Articles of Dissolution for Domestic LLCs (DOS-1366). Fees and methods cross-checked with our NY State business forms library. Information, not legal advice; for a complicated situation, talk to a New York attorney or accountant.
Related: All NY business forms · Past-due Biennial Statement · What if you never file · Certificate of Status