How to Dissolve a Delaware Corporation
How do you dissolve a Delaware corporation?
To dissolve your domestic corporation in Delaware, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person, along with the filing fee. Include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary. If you have not yet started conducting business or have not yet issued stock, there is a separate form required for this filing.
There is a dissolution “short” form available if your corporation only pays the minimum franchise tax amounts required by the Department of State. If the DE corporation pays more than the minimum corporation annual taxes, then you will have to use the regular Certificate of Dissolution form to dissolve a business.
A dissolved corporation may not carry on any business except as appropriate to wind up its business affairs.
Delaware Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a Delaware Corporation?
The “short” form cost $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. Your tax payment must accompany the Certificate of Dissolution. Contact the Delaware Department of State; Division of Corporations, Franchise Tax Section, at: (302) 739-3073 option 3, or email them at [email protected].
Expedited service 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. The Department of State collects all corporate franchise taxes.
How long does it take the state to process the filing?
Processing of a domestic dissolution 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 method that you indicate on your filing cover memo.
How long before someone can take your business name?
As soon as a Delaware corporation is dissolved, the business name can be requested by another entity.
A corporation may revoke its dissolution within three years of its effective date. You will need to make sure the business name has not been taken by another entity. If the corporation has been administratively dissolved, and the name is no longer available for use, the name must be amended and you must provide 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 due, plus 1.5% interest charged per month on the total sum. If you decide to revive your forfeited corporation, that will cost an additional $169.
Delaware Department of State website:
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.