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 doesnt have a template for this document, so you must create your own.
The information youll need to complete this filing includes:
- Certified copy of your LLCs 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
- Applicants name and mailing address
New York Department of StateDivision of Corporations
Procedure For Voluntary Dissolution
Voluntary dissolution is generally a two-step process:
- Obtaining written consent from the Tax Department1 2 and
- Filing paperwork with the New York Department of State, including a Certificate of Dissolution.
1Written consent from the NYS Tax Department is not required for Limited Liability Companies.
2 If the corporation has done business in and incurred tax liability to the City of New York, it must request written consent to dissolve from the New York City Commissioner of Finance. Additional information is available on New York City Department of Finances website.
Hiring Employees In New York
If you plan to hire employees for your new York LLC, stay compliant with the law by following these steps:
Find more information at the New York’s Department of Labor.
Recommended: Check out our Hiring for your Small Business Guide for resources like sample job descriptions, payroll service reviews, and more.
FAQ: Hiring Employees in New York
What is the minimum wage in New York?
The statewide minimum wage in New York is $12.50 per hour. In New York City, the minimum wage is $15.00 per hour. For Westchester, Nassau, and Suffolk counties, the minimum wage is $14.00 per hour.
How often do I need to pay employees in New York?
For manual workers, a weekly payday is required. For clerical workers and others, payments must be made twice per month.
Avoid Automatic Dissolution
LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, LLC owners risk the loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines, and even submitting reports on your behalf for an additional fee.
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How To Obtain A Certificate Of Good Standing In New York
A Certificate of Good Standing, known in New York as a Certificate of Status, verifies that your LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:
- Seeking funding from banks or other lenders
- Forming your business as a foreign LLC in another state
- Obtaining or renewing specific business licenses or permits
You can order a New York LLC Certificate of Status by mail, by fax, or in person.
Request a Certificate by Mail, by fax, or In Person From the New York Department of State
Note: Fax filings must include a form.
Filing A Business Name
Anyone who conducts a business under a name other than his or her own must file a business name with the County Clerk of the county in which the business is being conducted. To file a business name, you need to complete the necessary documents. These forms can be downloaded or obtained from most commercial / legal stationery stores and attorneys. Some of these forms include:
View a complete list of available forms.
Once the appropriate forms are completed and notarized, you may bring or mail them with the appropriate fee to: Nassau County Clerk’s Office
Division of Business NamesMineola, NY 11501
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The Limited Liability Company
Like a corporation, launching your business as an LLC protects your personal assets from business liability, the Incorporate website says. An LLC is much easier to set up and run than a corporation, however. Like a sole proprietorship, an LLC is a “pass through” entity where you pay taxes on your business profits as personal income. However, corporations are usually better for attracting investors.
The rules for LLCS vary between states but the general principles are consistent. To start an LLC, you file the paperwork and fees required by your state’s secretary of state, including claiming a business name. You’ll also need to file with the IRS to obtain an Employer ID Number , which identifies the company as a taxpayer the way your Social Security number identifies you.
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
- Date the articles of organization were filed
- Event/method of dissolution
- Signature of LLC member, manager, or authorized person
- Applicants 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 StateDivision of CorporationsOne Commerce Plaza, 99 Washington AvenueAlbany, 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.
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Forming A Limited Liability Company
New York recognizes many business forms including the limited liability company , corporation, limited partnership, sole proprietorship, general partnership and other less familiar forms. Each has its own advantages and disadvantages. For any particular venture, personal and business circumstances will dictate the business form of choice. The Department of State cannot offer advice about the choice of business form and strongly recommends consulting with legal and financial advisors before making the choice. Forming an LLC should only be done after careful analysis. The following information has been developed to answer your questions regarding formation of an LLC and to assist in the filing of the Articles of Organization. Department of State staff cannot provide legal advice, however, they are available to assist in answering questions about filing LLC documents. Please contact the Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231 or a representative at 473-2492 or email us with any questions you may have.
What Is The Cost To Dissolve An Llc In New York
There are various steps involved in dissolving an LLC in New York. The first step is to file the Articles of Dissolution with the Department of State in Albany. You will need to fill out the dissolution form and mail it to the office. Once submitted, your LLC will be dissolved under the law of New York. The cost to dissolve an LLC in the state varies depending on the size of the business and the complexity of the dissolution process.There are three options for payment. If you choose to pay in cash, you will need to write a check or money order for $60. If you are using a credit card, you will need to provide a credit card authorization. If you want expedited processing, you will need to pay an additional $25. After processing, you will be able to use the business name once again.Once you have received your dissolution certificate, you will need to submit it to the Department of State. The fee to dissolve an LLC varies. The cost is $60 and varies depending on how you file. You will also need to pay state taxes and other fees. Make sure to pay all taxes in advance to avoid any problems later on. You should also submit the necessary documents to the Department of State.
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We Can Help With Your New York Businesss Needs
Keeping up with your businesss filing requirements is important to stay state compliant, no matter where you are in your businesss life cycle. But we are here to help. We specialize in helping our clients form and run a more smooth and efficient business through our slate of formation and compliance tools and services. Review the many different services we offer to elevate your business operations to the next level.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Can My Llc Be Dissolved Involuntarily
Yes., an LLC could be dissolved involuntarily. There are two types of involuntary dissolution:
- An administrative dissolution is imposed by the Secretary of State. For example, your LLC could be dissolved because your business failed to file annual reports or maintain a registered agent.
- A judicial dissolution is issued by a court. An LLC member may petition a court for dissolution on various grounds, such as if the membership is deadlocked, theres too much disagreement among the members for the business to function properly, or theres member misconduct.
Whatever the reason for dissolution, youll need to complete the remaining steps to formally tie up loose ends and put your LLC behind you.
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Before Dissolving Your New York Business
Your New York business is more than likely a corporation or LLC. If so, your business is its own person and is expected to conduct all its affairs in its own name. Its very important for limited liability purposes that you respect the personhood of your business. If you ignore this status, the owners may be personally liable for the businesss debts. Therefore, its good practice that all the businesss activities, whether internal or external, are in its name, reduced to writing, and filed in a common location. Before you begin the dissolution process, we suggest that you gather all these documents and have them ready. Its easier to have them on hand, rather than look for them or generate them once a New York voluntary dissolution of a business is underway.
Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLCs duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you dont face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
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Notify The Secretary Of State
If your company is registered with New York’s secretary of state and you wish to discontinue the business, you have to notify the secretary of state of your intentions. For the record, the secretary of state won’t approve of your plans to dissolve your registered company until you’ve fulfilled all its obligations.
Foreign Corporation Registered In New York:
If your foreign corporation is currently in good standing and will remain in existence in its home state, you provide the completed Certificate of Surrender of Authority form to the Department of State by mail, fax or in person with the filing fee.The authority of the foreign corporation shall terminate upon the filing of a Certificate of Surrender of Authority form. The Certificate of Surrender of Authority requires the consent of the New York State Department of Taxation and Finance be attached in duplicate to the certificate of surrender.
If your foreign corporation has been dissolved, merged out of existence or had its authority canceled in its jurisdiction of incorporation, you file documentation proving the home-state termination with the New York State Department of State. Attach the cover sheet and filing fee. Find the cover sheet at the Foreign Corporation forms link below.
The New York Department of State accepts cash, check, money order, MasterCard, Visa and American Express. If you mail the certificate of surrender, dont include cash for payment. Checks should be payable to Department of State. If you pay by credit or debit card, include a Credit Card/Debit Card Authorization Form. Faxed documents must include credit or debit card authorization.
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Follow Instructions In Your New York Businesss Operating Document
If your business is a corporation or LLC, then it may have a governing document. This document is called the bylaws for a corporation and an operating agreement for an LLC. Within the governing document are instructions on how to dissolve your business. Be sure to review and follow those instructions. That said, you must also be sure to follow the New York business dissolution statuteseven if your business has a governing document. There are specific statutes for both corporations and LLCs. Finally, its good business practice to record in writing all the dissolution activity of the business .
If you have a New York LLC can provide your Operating Agreement Template. Having an operating agreement in place can make dissolution easier.
Follow The Dissolution Procedure In The Operating Agreement
Most LLC operating agreements set out the rules and procedures for the LLCs dissolution, as well as what triggering events can start the dissolution process. A triggering event could be something like the death of an LLC member, bankruptcy, a particular violation of the operating agreement, illegal business activity or management, or the membership no longer wants to continue with the enterprise. Some companies are created only to do business for a specified time, so a certain date could be the triggering event.
The most common triggering event is a members majority vote to dissolve the company. If there is a quorum requirement or the decision must be unanimous, it should be delineated in the LLC operating agreement. If, for some reason, a process is not outlined in the operating agreement, the New York LLC Act allows dissolution of an LLC by way of written consent of the majority of the members. As with any important corporate decision, it should be clearly reflected in meeting minutes or record.
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Merge Old Llc Into New Llc In New State
Insteadof dissolving the old LLC, you can merge it into a new LLC. The LLClaws of most states permit one LLC to merge into another LLC. You’llneed to follow the procedures required by your state’s LLC laws. Thesetypically will require that you create a written plan of merger whichmust be approved by vote of the LLC’s members. Articles of merger mustthen be filed with the secretary of state where the LLC was formed.Filing the articles of merger effectively dissolves the old LLC thatmerges into the surviving LLC. The old LLC ceases to exist and all ofits property vests with the new LLC which becomes responsible for theold LLC’s debts and liabilities.
For federal income tax purposes, amerger of two LLCs is tax free provided the old LLC’s members continueto own at least a 50% interest in the capital and profits of the new LLCin the new state.
Conducting Business In Other Counties
If you plan to conduct business in other counties, you must file your business name with the clerk of each of those counties. Opening the Business
Once your business certificate is filed, you may conduct business within the county. However, there may be other municipalities and authorities you may wish to contact to ensure that you are complying with all federal, state, and local obligations. The County Clerk’s Office is not a licensing agency. You may visit other sites, including the Department of Consumer Affairs and New York State Department of Education for more information.
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Federal Llc Tax Filing Requirements
Most LLCs will need to report their income to the IRS each year using:
How you pay yourself as an owner will also affect your federal taxes. Visit our guide to learn more about how to pay yourself from your LLC.
Read our LLC Tax Guide to learn more about federal income taxes for LLCs.