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

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Key Steps to Dissolution

To dissolve a corporation in Delaware, several critical steps must be taken for the process to be valid and legal.

  1. Adopt a board resolution to dissolve
  2. Obtain stockholder approval
  3. File a certificate of dissolution

Detailed Process and Considerations

To ensure you meet all legal requirements and avoid potential liabilities, you may want to consider securing professional assistance. Companies like Goodbye Startup specialize in creating personalized dissolution plans and can help guide you through the process.

The Delaware Division of Corporations requires proof of publication and may take 2-3 weeks to process the termination, although under uncommon circumstances, it might take longer.

Cost of Dissolving a Business in Delaware

The cost to dissolve a business in Delaware:

  • The "short" form for dissolution costs $10
  • The Certificate of Dissolution carries a $204 filing fee
  • Contact the Department of State, Franchise Tax Section to find the exact amount of tax owed also at the time of dissolution

Delaware LLC Dissolution

Dissolving LLCs in Delaware has a similar three-stage process:

  1. Dissolution by consent of LLC members to start the process
  2. Winding up of all business affairs
  3. Filing a Certificate of Cancellation

The filing fee for the Delaware LLC Certificate of Cancellation is $200, and the estimated processing time is 2-3 weeks. Expedited service is available if needed. To properly conclude the dissolution, a final Franchise Tax Report must be filed, and any outstanding franchise tax settled.

Additional Information

If further assistance is required, you can reach out to the staff through various communication channels for help on how to dissolve a company. Any entity that has not started operations or issued shares can be dissolved via a certificate signed by the majority of its significant members.

Remember, it is critical to properly dissolve a corporation or LLC to avoid future legal and financial repercussions such as additional taxes, debts, or obligations. Failure to dissolve correctly or pay the required franchise tax by the deadline can result in penalties.

For more guidance on filing a certificate, closing a withholding tax account, or undoing a dissolution, it’s recommended to consult with experts or relevant state departments.

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