Dissolving a company in Delaware
The state-level facts for closing an LLC or corporation in Delaware: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Delaware LLC
- Dissolution filing
- Certificate of Cancellation (domestic LLC) — filed with the Delaware Division of Corporations. (official source)
- Filing fee
- $220 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Delaware LLC/LP/GP annual tax
- Flat $300 per year (LLCs do not file a Delaware annual report). All annual taxes must be paid to file the Certificate of Cancellation ('plus annual taxes to cancel'). No proration of the $300 is stated on any fetched official page. (official source)
- Final state return
- If the LLC conducted business in Delaware, notify the Division of Revenue by checking the 'Out of Business' box and indicating the last day of business operations on the final withholding and/or business license gross receipts coupon and on the final income tax return (Division of Revenue instruction is written for corporations/business licensees generally). (official source)
Worth knowing
- The domestic LLC cancellation fee is $220, not the historical $200 (the $200 figure still circulates; the August 2026 official fee schedule says $220). Foreign LLC cancellation remains $200.
- $50 extra per registered series named in the Certificate of Cancellation.
- The $300 annual tax keeps accruing every year (June 1 due date, $200 penalty + 1.5%/mo interest) until the Certificate of Cancellation is actually filed — the filing itself requires all annual taxes paid.
- LLCs never file a Delaware annual report — only the flat tax; do not confuse with the corporation March 1 annual report.
Delaware corporation
- Dissolution filing
- Certificate of Dissolution (8 Del. C. §275 for corporations that have commenced business; §274/§276 variants for pre-business and nonstock) — filed with the Delaware Division of Corporations. (official source)
- Filing fee
- $224 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Delaware corporation annual report + franchise tax
- All franchise taxes must be paid through dissolution ('plus taxes to dissolve'). Franchise tax for a corporation not in existence the whole year is prorated: 8 Del. C. Title 8 Ch. 5 — 'the amount of tax due ... shall be prorated for the portion of the year during which the corporation was in existence.' (official source)
- Final state return
- If the corporation conducted business in Delaware: notify the Division of Revenue by checking the 'Out of Business' box and indicating the last day of business operations on the final withholding and/or business license gross receipts coupon AND on the final corporate income tax return. (official source)
Worth knowing
- Short-form dissolution under the §391 fee provision costs $50 (vs $224 standard) — available for the §274/275 short-form certificates (e.g. corporation has no assets and has ceased doing business); taxes must still be paid to dissolve.
- The fee schedule ALSO lists 'Short Form Dissolution $234.00' — that line sits in the 'Correction to:' block (fee to CORRECT a previously filed short-form dissolution), an easy misread.
- Franchise tax for the dissolution year is prorated by statute to the portion of the year the corporation existed — file early in the year and the stub-year tax shrinks accordingly.
- Assumed-par-value-method filers owe a $400 minimum, not $175 — recalculating under the authorized-shares method before dissolving can change the final bill.
- Contact the Franchise Tax Section (dosdoc_ftax@delaware.gov) for a payoff figure before submitting the dissolution; the filing is rejected if taxes are not current.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.