How Do I File a Certificate of Cancellation in Delaware?

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Closing a Delaware Company

When it is time to close a Delaware company, a document is filed with the Delaware Division of Corporations; this document is called a Certificate of Dissolution for corporations, and a Certificate of Cancellation for LLCs. The process of ending an LLC that has been registered in Delaware begins with dissolution, which protects the former LLC from claimants and creditors. After the LLC has finished Winding Up, the final step to closing your Delaware LLC is to file a Certificate of Cancellation and Cover Letter with the Delaware Division of Corporations.

LLC Dissolution Process

Dissolving LLCs in Delaware involves three broad stages, which are dissolution, winding up, and cancellation. Dissolution is when the LLC members give their consent to start the LLC dissolution process.

Filing a Certificate of Cancellation

The process to dissolve a Delaware corporation or LLC is straightforward so long as a sufficient percentage of equity holders agree that dissolution is what they want. The Certificate of Cancellation is a document that is filed with the state of Delaware in order to officially cancel the LLC. The Certificate of Cancellation should only be filed after your LLC has “wound down” its affairs completely. The filing fee for the Delaware LLC Certificate of Cancellation is $200.

Filing Requirements and Fees

  • The filing fee for the Delaware LLC Certificate of Cancellation is $200 (this is a one-time fee).
  • The processing fee for the Certificate of Cancellation is $189.
  • Failure to pay the franchise tax by the deadline will result in a $200 penalty and interest charges assessed by the State of Delaware at the rate of 1.5% a month.

Steps to Close a Delaware LLC

Filing a Certificate of Cancellation and the Corporate Certificate Cover Memo form is the final and most important step on how to close a Delaware LLC officially. The state does not accept fax filings anymore; therefore, you must file the Certificate of Cancellation and Cover Letter by mail or online, with the same $200 filing fee for both methods.

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