How Do I Close a Nonprofit in Delaware? Dissolving a Nonprofit Corporation in Delaware

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To close a nonprofit in Delaware, you need to file a Certificate of Dissolution with the Delaware Division of Corporations. The assets must go to another exempt organization, not to staff or board members. When dissolving an LLC with creditors, the LLC members will generally be liable for amounts distributed to the owners. To close an LLC with the IRS, file a final tax return, pay any taxes owed, and submit related forms.

Steps for Dissolution

To dissolve a corporation in Delaware involves:

  1. Filing a Certificate of Dissolution
  2. Settling all obligations and liabilities
  3. Filing a final tax return

To dissolve domestic corporation in Delaware, you must provide a completed Certificate of Dissolution form to the Department of State by mail, fax or in person, with the filing fee. Include a Filing Cover Memo to enable contacting you.

Closing an LLC in Delaware

To close a Delaware LLC, consult the LLC’s operating agreement, which outlines the dissolution process. Then, hold a member vote to approve dissolving the LLC. Appoint a manager to handle winding up affairs, like paying creditors and distributing remaining assets. File paperwork with the state, including a Certificate of Cancellation, to formally cancel the LLC. Pay any final franchise taxes owed.

  • The filing fee to cancel a Delaware LLC is $200 plus any expedited processing fees.
  • If taxes are not paid, fines, fees, and administrative dissolution of the LLC by the state may follow.

When dissolving a Delaware C corporation, first, the board adopts a resolution to dissolve and calls a shareholder meeting to vote on dissolution. If approved, file a Certificate of Dissolution with the state. Then settle remaining debts and distribute assets per bylaws, and file a final tax return.

Legal Consideration

If you’re considering abandoning a Delaware company, such as one opened through Stripe Atlas, it’s wise to first speak with a lawyer to avoid potential legal issues like tax penalties.

In summary, properly closing a Delaware entity like an LLC or corporation takes planning but following statutory dissolution procedures minimizes future liability. Consult legal counsel for guidance on winding down in full compliance.

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