How to Dissolve a Corporation in Delaware (How to legally Close a Delaware Business)
DELAWARE BUSINESS SERVICES CORPORATION Incorporate in Delaware Delaware Professional Corporation Delaware Nonprofit Corporation DE Corporation Foreign Qualification Delaware Corporation Annual Report Delaware Corporation Dissolution LLC Form a LLC in Delaware DE LLC Foreign Qualification Delaware LLC Annual Report Delaware LLC Dissolution OTHER DELAWARE BUSINESS SERVICES Delaware Good Standing Certificate Delaware Apostille Delaware DBA Name Delaware Registered Agent DE Corporation Kit and Seal Delaware Certified Copies DE Business Reinstatement DE Company Name Reservation DE Tax Status Compliance Certificate DE Attorney Good Standing Certificate Delaware Property Deed DE Employer Requirements QUICK ENTRY FORMS Delaware Incorporation Delaware LLC DE Professional Corporation DE Nonprofit Corporation DE Foreign Corporation DE Foreign LLC DE LLC Dissolution DE Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is Delaware Corporation Dissolution? A Delaware Corporation is created when the DE Secretary of State approves the Certificate of Incorporation. A record of the Delaware Corporation is added to the list of Corporations which have officially registered with the Delaware Secretary of State.  Once a Corporation is registered with the Delaware Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A Delaware Corporation is created when the DE Secretary of State approves the Certificate of Incorporation. A record of the Delaware Corporation is added to the list of Corporations which have officially registered with the Delaware Secretary of State.  Once a Corporation is registered with the Delaware Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   If you've registered a Delaware Corporation with the Delaware Secretary of State and want to cease business activities you have to let the DE Secretary of State know that you intend to close your company.  Only after the DE Secretary of State has made sure that all of the obligations of the Delaware Corporation have been fulfilled will the Secretary of State approve of the closure of the company. When the Delaware Secretary of State approves the closing of a DE Corporation, that Delaware Corporation is said to be Dissolved.   The process of Dissolving a Delaware Corporation is called Delaware Corporation Dissolution. Before a Delaware Corporation can be legally Dissolved all taxes due to the state of Delaware must be paid and all applicable Annual Franchise Tax Reports must have been filed with the Delaware Division of Revenue. Why do I need to Dissolve a Delaware Corporation? As soon as a Delaware Corporation is registered with the DE Secretary of State, that Corporation is responsible for recurring obligations of the Delaware Secretary of State and the Delaware Division of Revenue.  If the Delaware Corporation does not file reports or pay taxes then that DE Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your Delaware Corporation with the Delaware Secretary of State that DE Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a Delaware Corporation? Delaware Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... Delaware Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process. There are things you need to do before you can request approval of Corporation Dissolution from the Delaware Secretary of State; and things that you have to do after the DE Secretary of State has approved Dissolution of the Delaware Corporation.  What you have to do both before and after the Delaware Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Delaware Corporation has.  If the Delaware Corporation has not commenced business then the DE Corporation Dissolution process is easier. What do I have to do before I Dissolve a Delaware Corporation? Things you need to do before you Dissolve a Delaware Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the Delaware Corporation   2. Hold a Shareholder meeting to approve Dissolution of the Delaware Corporation   3. File all required Annual Reports with the Delaware Secretary of State   4. Clear up any business debt   5. Pay all taxes and administrative fees owed by the Delaware Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the Delaware Corporation If a Board of Directors has been appointed for the Delaware Corporation then the Board is required to adopt a resolution to Dissolve the DE Corporation. Minutes of the meeting must be recorded and retained in the business records. If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Delaware Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the Delaware Secretary of State. 2. Hold a Shareholder meeting to approve Dissolution of the Delaware Corporation If a Delaware Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. If no shares have been issued then the Delaware Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Delaware Secretary of State. 3. File all required Annual Reports with the Delaware Secretary of State The Delaware Secretary of State will not approve the Dissolution of a DE Corporation until all required reports have been filed. We can file any required Annual Report with the DE Secretary of State. 4. Clear up any business debts All creditors of a Delaware Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted. While the Delaware Secretary of State does not legally require the publication of a Notice of Dissolution of a Delaware Corporation, publication is a good way to notify anyone who might have a claim against the Delaware Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the DE Corporation after the Delaware Corporation has been dissolved. 5. Pay all taxes and administrative fees owed by the Delaware Corporation The Delaware Secretary of State will definitely not approve the Dissolution of a Delaware Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a Delaware Corporation? Things you have to do after you Incorporate in Delaware.   1. Distribute all remaining assets of the Delaware Corporation   2. Close all business bank accounts of the Delaware Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the DE Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the Delaware Corporation If the Delaware Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the DE Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the Delaware Corporation If there are any business accounts that have been opened for the Delaware Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Delaware Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the DE Corporation If the Delaware Corporation has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the Delaware Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved Delaware Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Delaware Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the DE Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Delaware Corporation.  Once the IRS links an EIN to a Delaware Corporation, that EIN stays with the Delaware Corporation even after the Company has been Dissolved by the Delaware Secretary of State. When the IRS processes the final tax return for the Delaware Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future. If you should decide to revivie the Delaware Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a Delaware Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Delaware Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Delaware Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe. We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN. How long does it take to Dissolve a Delaware Corporation? The time it takes to Dissolve a Delaware Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Delaware Secretary of State usually takes around 5-7 business days to process the Certificate of Dissolution.    more... less... The time it takes to Dissolve a Delaware Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Delaware Secretary of State usually takes around 5-7 business days to process the Certificate of Dissolution. Processing times for Delaware Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Delaware Dissolution filings takes the state around 5-7 business days. PLEASE NOTE: WE CANNOT GUARANTEE DELAWARE SECRETARY OF STATE PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the Delaware Secretary of State . In our experience 5-7 business days is the time it usually takes the Delaware Secretary of State to process a Delaware Dissolution filing. We get your Delaware Corporation Dissolution filing to the DE Secretary of State ASAP. Once it is at the state we have no control over the Delaware Dissolution approval process. How much does it cost to Dissolve a Corporation in Delaware? The total cost to Dissolve a Delaware Corporation varies depending on exactly what is required for each specific DE Dissolution. We charge $249.00 plus any state fees for our Delaware Corporation Dissolution services. This includes: Same day processing Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Certificate of Dissolution with the Delaware Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel Federal EIN account Certified copy of Dissolution filing from DE Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these Delaware Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a DE Domestic Corporation? If there are Foreign Corporations in states other than Delaware that are tied to the Domestic Delaware Corporation then each of those Foreign Corporations must be Dissolved before the Delaware Corporation is legally Dissolved. Do I have to publish a Notice of Dissolution of the Delaware Corporation? There are no state of Delaware requirements for the publication of a Notice of Dissolution of a Delaware Corporation. While the Delaware Secretary of State does not legally require the publication of a Notice of Dissolution of a Delaware Corporation, publication is a good way to notify anyone who might have a claim against the Delaware Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the DE Corporation after the Delaware Corporation has been dissolved.	DELAWARE CORPORATION DISSOLUTION SERVICES For $249.00 our Delaware Corporation Dissolution Services include: Same day processing explain We will start processing your application for a Delaware Corporation Dissolution on the same day that you submit your order.  We get your DE Corporation Dissolution filing to the Delaware Secretary of State as fast as possible.  Once they get the application, the DE Secretary of State usually takes 5-7 business days to process a Delaware Corporation Dissolution filing. Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Certificate of Dissolution with the Delaware Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the Delaware Corporation Certified copy of Dissolution filing from DE Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE DELAWARE DISSOLUTION SERVICES If you don't need our complete Delaware Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the Delaware Corporation then the Board is required to adopt a resolution to Dissolve the DE Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of Delaware. We will also compile a formal resolution to Dissolve the Delaware Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a Delaware Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of Delaware. Prepare and file Certificate of Dissolution - $75.00   explain As soon as the preliminary Delaware Corporation Dissolution actions are completed we will prepare and file the Certificate of Dissolution with the Delaware Secretary of State in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved Delaware Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Delaware Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Delaware Corporation.  Once the IRS links an EIN to a Delaware Corporation, that EIN stays with the Delaware Corporation even after the Company has been Dissolved by the Delaware Secretary of State. When the IRS processes the final tax return for the Delaware Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your Delaware Corporation's EIN account closed as quickly as possible. Processing fees $249.00 Delaware Dissolution fees $324.00 Optional services $0.00 Total cost $573.00 OUR ADVANTAGE We start processing your Delaware Corporation Dissolution order as soon as it arrives. We get your documents to the Delaware Secretary of State in the quickest possible way.  We guarantee our work.  If you're not satisfied with our Delaware Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in Delaware for over ten years.  Our A+ BBB rating speaks for itself! 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