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 Your Account With Harvard Business Services
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 at Sales@delawareinc.com.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 6 comments left for Dissolve a Corporation with Certificate of Dissolution
GUNVOR LENNSTRAND said: Friday, March 22, 2019I NEED TO KNOW WHAT FORM 1099 I HAVE TO FILE TO DEDUCT WORTHLESS STOCK FROM A CORPORATION THAT CLOSED IN 2018. I AM LOOKING FOR A WAY TO GET A DEDUCTION ON MY 1040 2018 FOR SHARES AND PAID IN CAPITAL THAT IS LOST DUE TO CLOSING. ANY HELP WILL BE APRECIATED. GUNVOR LENNSTRAND
HBS Staff replied: Monday, March 25, 2019Gunvor, this is something you will have to discuss with an accountant, as we cannot advise on specific tax-relate
Saro A. BENGLIAN said: Wednesday, June 28, 2017"There is a fee associated with Harvard Business Services, Inc. resigning as your Delaware Registered Agent" Hi, Could you please inform as to this fee and how much it would cost at total if I opt for this way to close my LLC.
HBS Staff replied: Thursday, July 6, 2017The fee for us to resign as your Registered Agent is $79. We can't give you an exact quote without the name of the LLC; however, if you are current on 2017 Delaware Franchise Tax, then it is typically $750 to cancel a Delaware LLC. This price includes 2017 Delaware Franchise Tax and $450 for a Certificate of Cancellation. For more information or to have us cancel your LLC, please feel free to call us at 1-800-345-2677. You can also Live Chat with us via our homepage or email us at info@delawareinc.com.
alvaro bacca said: Friday, April 14, 2017
Hello, I need to do this, what is the contact email I can use to write to you? Thank you
HBS Staff replied: Monday, April 17, 2017info@delawareinc.com
D said: Wednesday, March 29, 2017
Wish I need read this earlier! I just sent my payment in of $200.00 to close my LLC. Some times you learn by paying.
HBS Staff replied: Friday, March 31, 2017You can always call us or check our blog archive for this type of information. Thanks for reading!
Diep said: Thursday, February 9, 2017I want to make my company in Delaware dormant, and will revise it after 2-3 years. How do I make?
HBS Staff replied: Monday, February 13, 2017It would be easiest to answer your question if you call one of our experienced specialists so they can answer any questions you have. 1-800-345-2677.
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