How Do I Dissolve a Delaware Corporation?

Dissolution of a Delaware Corporation

To dissolve your Delaware corporation, follow these steps:

  1. Board Resolution and Shareholder Vote: The board of directors must adopt a resolution to dissolve, and a majority of shareholders must approve it.

  2. Dissolution Process: Winding up the company’s business involves settling debts, paying taxes, resolving lawsuits, and distributing remaining assets. Appoint a manager to oversee this.

  3. Legal Compliance and Costs: Ensure you adhere to legal requirements, such as filing a Certificate of Dissolution with the state and paying any outstanding taxes.

Costs and Procedures for Dissolving a Delaware C Corp

  1. Cost to Dissolve: Filing for a Certificate of Cancelation in DE costs $200 online, with an optional $50 for a field copy of documentation.

  2. Dissolution Timeline: Once documentation is submitted, the dissolution process typically takes 2-3 weeks in Delaware.

  3. Fees Involved: Fees for dissolving a business in Delaware include filing fees for various documents, such as a Certificate of Dissolution and Tax Clearance Certificate.

Guidance on Dissolution Procedures

  1. Legal Assistance: Consider seeking help from an experienced Delaware business lawyer to ensure proper dissolution processes are followed.

  2. LLC Dissolution: LLCs can dissolve if a 2/3 majority of members vote for it, following the guidelines outlined in the LLC agreement.

  3. Avoiding Penalties: Properly dissolve your corporation to avoid penalties and future liabilities. Administrative dissolution should be avoided.

Important Considerations in Dissolving a Delaware Corporation

If you are contemplating dissolving a Delaware corporation, ensure that it is a well-considered decision agreed upon by all relevant members of the firm.

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