New York Entity Dissolution Information

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Information on dissolving an entity's legal existence
Order Registered Agent Service

Dissolution is the process of closing out the legal existence of an entity. While ultimately, you will file New York Articles of Dissolution to accomplish this, there are often prerequisites to handle first.

The most common prerequisites are obtaining a tax clearance certificate from the department of revenue and bringing the entity into good standing prior to dissolution. See the table below for more information on filing a dissolution in New York.

Domestic Dissolution for Corporations:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Dissolution for Domestic Business Corporations

Instructions:

Instructions for Voluntary Dissolution of a New York Corporation

Filing Method:

Mail

Agency Fee:

$60

How to Apply:
  1. Make sure that the corporation is in good standing with the Tax Department and file a final tax return.
  2. Wait to receive your Consent to Dissolution of a Corporation from the Tax Department
  3. If the corporation has done business in and incurred tax liability to the City of New York, you must also request written consent to dissolve from the New York City Commissioner of Finance.
  4. File a Certificate of Dissolution, and all required attachments, with the Department of State
Required Attachments:
  • List of officers and directors of the corporation
  • The consent of the NYS Department of Taxation and Finance
  • The consent of the New York City Department of Finance, if required.

Domestic Dissolution for Limited Liability Companies:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Articles of Dissolution of Domestic Limited Liability Companies

Agency Fee:

$60

Domestic Dissolution for Nonprofit Corporations:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Dissolution

Agency Fee:

$30

Domestic Dissolution for Professional Corporations:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Dissolution

Instructions:

Instructions for Voluntary Dissolution of a New York Corporation

Filing Method:

Mail

Agency Fee:

$60

How to Apply:
  1. Make sure that the corporation is in good standing with the Tax Department and file a final tax return.
  2. Wait to receive your Consent to Dissolution of a Corporation from the Tax Department
  3. If the corporation has done business in and incurred tax liability to the City of New York, you must also request written consent to dissolve from the New York City Commissioner of Finance.
  4. File a Certificate of Dissolution, and all required attachments, with the Department of State
Required Attachments:
  • List of officers and directors of the corporation
  • The consent of the NYS Department of Taxation and Finance
  • The consent of the New York City Department of Finance, if required.

Domestic Dissolution for Limited Partnerships:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Cancellation

Agency Fee:

$60

Domestic Dissolution for Limited Liability Partnerships:

Agency:New York State Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Withdrawal

Agency Fee:

$60


Revised April 23, 2026