In order to  to dissolve your LLC, you must do the following:

  1. Check your operating agreement to see the internal rules required to dissolve the LLC. Typically, a vote of a certain percentage of members is required. If the operating agreement is silent as to the procedure for dissolution, New York allows a vote or written consent from a majority of LLC members to dissolve.
  2. Then file Articles of Dissolution within 90 days of the action taken above (vote to dissolve) with the New York Department of State. There is a $60 fee for filing the Articles of Dissolution. The Articles of Dissolution must contain:
    1. name of LLC (if has changed, the original name also);
    2. date articles of organization were filed, how the dissolution was authorized (vote to dissolve);and,
    3. an authorized member’s signature.
  3. Winding up – this refers to the LLC’s final actions as an entity necessary to “wind up” the business. Typically a manager of the LLC will take on these responsibilities. Important winding up tasks include:
    • Completing all litigation and pending litigation matters
    • Settling all remaining LLC business
    • Disposing of LLC property
    • Discharging the LLC’s liabilities
    • Distributing the remaining LLC assets to its members

Pay close attention to the last two steps above, dealing with LLC liabilities and property. You must pay liabilities and distribute remaining property in a particular order. Although not required by law,as it is in dissolution of Corporations, you should obtain tax clearance from the tax department. Also, if your LLC is registered to do business in other states, you must file separately with relevant state governments.

The dissolution of an LLC can be a complex process, particularly dealing with the distribution of LLC property. Often, members can be in disagreement as to who should get what. This can lead to litigation.

James G. Dibbini and Associates P.C. can provide you with an in depth and comprehensive approach to dissolving your LLC. To schedule an appointment with an attorney at our firm, please call (914) 965-1011 or email us at to learn more.