The new body is called the National Football Association of Zimbabwe, president Phillip Chiyangwa said.
He said the debt, which he blamed on the organization's previous leadership, will now be dealt with by a liquidator.
"I can tell you now that we don't owe anybody anymore," Chiyangwa said.
He added the process has been approved by Fifa and done with the "blessings" of football's world governing body.
However, Fifa said it "has not received any communication on the outcome of Zifa's  extraordinary congress on 4 June 2016 to decide on the possible dissolution of the association".
Zimbabwe's federation had been in financial crisis for years because of a combination of mismanagement, alleged corruption, and the serious economic woes of the southern African nation.
At one point Zifa had to sell off assets, including an artificial training field, to raise money to pay its debts.
Zimbabwe was thrown out of qualifying for the 2018 World Cup by Fifa for failing, after numerous warnings, to pay a former coach wages it owed him.
The federation's latest problems came as Zimbabwe qualified for the African Cup of Nations on Sunday for the first time in 10 years.
One of the last acts of the old Zifa was to hand bans ranging from 10 years to life to a former national team assistant coach and two former federation officials for attempting to fix games.
Former assistant coach Nation Dube Ian Gorowa and former executive committee member Edzai Kasinauyo were banned for 10 years. Henrietta Rushwaya, once the federation chief executive, received a life ban for the second time for involvement in the attempted fixing.
Rushwaya was banned for life after a previous match-fixing scandal, but that sanction was overturned. The latest bans have not been ratified by Fifa.
The Zimbabwe Football Association (Zifa) has folded with a debt of more than US$6m (£4.1m) and has reformed under a different name, the president of the governing body has said.