Delaware LLC dissolution with the Delaware Department of State
How to dissolve a Delaware Limited Liability Company
How do you dissolve a Delaware Limited Liability Company?
To dissolve your Delaware LLC, you provide the completed Certificate of Cancellation of a Limited Liability Company form to the Department of State by mail, fax or in person, along with the filing fee. You will also want to include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary.
A dissolved LLC may not carry on any business except as appropriate to wind up its business and affairs.
Is there a filing fee to dissolve or cancel a Delaware LLC?
The Certificate of Cancellation carries a $200 filing fee. You will also have to contact the Delaware Department of State, Franchise Tax Section concerning any taxes due at the time of cancelling your company. A check for any tax payment due must accompany the Certificate of Cancellation and filing fee. Contact the Delaware Department of State: Division of Corporations, Franchise Tax Section, at: (302) 739-3073 option 3, or email them at DOSDOC_Ftax@state.de.us
Expedited processing is available for an additional $1,000 for one-hour service, $500 for two-hour service, $200 for same day service, or within 24 working hours for an additional $100 fee.
Do you need a Department of Revenue clearance before the Delaware Department of State will accept your dissolution?
No. All corporate franchise taxes are collected by the Delaware Department of State.
How long does it take the state to process the filing?
Processing of a domestic cancellation will take approximately two to three weeks. Expedited service is available in one hour, two hours, same day or 24 working hours depending on the service requested.
You will receive a confirmation copy of your filing by the return service you indicate on your filing cover memo.
How long before someone can take your business name?
As soon as your Delaware LLC is cancelled, the business name can be requested by another entity.
An LLC may revoke its dissolution within three years of its effective date. However, you will have to make sure the business name has not already been taken by another entity. If the LLC has been administratively voided, and the name is no longer available, the name must be amended and you will need to file an Amendment form and filing fee to the Department of State.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
There will be an annual report late fee of at least $125 in addition to any taxes owing. Delaware will add 1.5% interest to your taxes and penalties due until you cancel properly, and if you decide to revive your LLC, there is an additional $200 revival filing fee.
If you’d like help establishing another company, you may find our incorporation filing service and Delaware registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.