Dissolve a Corporation with Certificate of Dissolution

How to Dissolve a Corporation

After you have made the difficult decision to dissolve your Delaware corporation, there are a number of things you must do next in order to formally close your company. Make a checklist and make sure you:

• Have a meeting of the Board of Directors and pass a resolution to dissolve the company
• Have a meeting of the shareholders and resolve to dissolve the company
• file final tax returns, state and federal
• liquidate your company’s assets
• close your business bank accounts
• file a Certificate of Dissolution with the state of Delaware

Your corporation is not legally dissolved until you have filed a Certificate of Dissolution with the state.

A filing specialist can assist you in obtaining the information required to assess your final Delaware Franchise Tax, which is necessary in order to complete the dissolution of your corporation.

Once the Certificate of Dissolution is prepared, an officer of your corporation will need to sign it.

Upon filing, the state will stamp and approve the document. Once these steps are complete, your corporation will be officially dissolved.

Close a Corporation without filing a Certificate of Dissolution

Some corporation owners do not want to pay the expense of filing a Certificate of Dissolution. There is an alternative to dissolving your corporation via Certificate of Dissolution—you can tell your Registered Agent to resign as the agent with the state.

When your Registered Agent files a Certificate of Resignation, the state of Delaware removes the Registered Agent and your corporation is no longer in good standing, which causes it to go void after 30 days.

Once your company is void, your company name becomes available in the state’s database for another business owner to choose.

Upon your Registered Agent's resignation, your corporation’s Franchise Tax will stop accruing. It is vital that you tell your Registered Agent to resign.

If your Registered Agent does not resign and you simply stop doing business and ignore your late Tax notices, your company will continue to receive Franchise Tax notices as well as accumulate late fees and interest.

There is a fee associated with Harvard Business Services, Inc. resigning as your Delaware Registered Agent; please feel free to reach out to us for more information or any questions.